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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

� ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 2013

OR

� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ____________________

Commission File Number: 1-1463

UNION CARBIDE CORPORATION (Exact name of registrant as specified in its charter)

1254 Enclave Parkway, Houston, Texas 77077

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 281-966-2727

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. � Yes � No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. � Yes � No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. � Yes � No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

� Yes � No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). � Yes � No

At February 14, 2014, 1,000 shares of common stock were outstanding, all of which were held by the registrant’s parent, The Dow Chemical Company.

The registrant meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format.

DOCUMENTS INCORPORATED BY REFERENCE None

New York State or other jurisdiction of incorporation or organization

13-1421730 (I.R.S. Employer Identification No.)

Large accelerated filer � Accelerated filer � Non-accelerated filer � Small reporting company �

Table of Contents

Union Carbide Corporation ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended December 31, 2013

TABLE OF CONTENTS

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PAGE PART I

Item 1. Business 4

Item 1A. Risk Factors 7

Item 1B. Unresolved Staff Comments 10

Item 2. Properties 11

Item 3. Legal Proceedings 12

Item 4. Mine Safety Disclosures 13

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

14

Item 6. Selected Financial Data 15

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 16

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 24

Item 8. Financial Statements and Supplementary Data 25

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 59

Item 9A. Controls and Procedures 60

Item 9B. Other Information 61

PART III

Item 10. Directors, Executive Officers and Corporate Governance 62

Item 11. Executive Compensation 62

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

62

Item 13. Certain Relationships and Related Transactions, and Director Independence 62

Item 14. Principal Accounting Fees and Services 62

PART IV

Item 15. Exhibits, Financial Statement Schedules 63

SIGNATURES 65

Table of Contents

FORWARD-LOOKING STATEMENTS Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including without limitation, the following sections: “Item 1. Business,” “Management's Discussion and Analysis,” and “Risk Factors.” These forward-looking statements are generally identified by the words “believe,” “project”, “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continu e,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (Part I, Item 1A of this Form 10-K). Union Carbide Corporation undertakes no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

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Union Carbide Corporation and Subsidiaries

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THE CORPORATION Union Carbide Corporation (the “Corporation” or “UCC”) is a chemicals and polymers company that has been a wholly owned subsidiary of The Dow Chemical Company (“Dow”) since 2001. Except as otherwise indicated by the context, the terms “Corporation” or “UCC” as used herein mean Union Carbide Corporation and its consolidated subsidiaries. Dow conducts its worldwide operations through global businesses, and the Corporation's business activities comprise components of Dow's global businesses rather than stand-alone operations. Because there are no separable reportable business segments for UCC and no detailed business information is provided to a chief operating decision maker regarding the Corporation's stand-alone operations, the Corporation's results are reported as a single operating segment. In addition, in order to simplify the customer interface process, the Corporation sells substantially all its products to Dow. Products are sold to Dow at market-based prices, in accordance with the terms of Dow's intercompany pricing policies. BUSINESS AND PRODUCTS The following is a description of the Corporation's principal products. Ethylene Oxide/Ethylene Glycol (“EO/EG”) - ethylene oxide (“EO”), a chemical intermediate primarily used in the manufacture of monoethylene glycol (“MEG”), polyethylene glycol, glycol ethers, ethanolamines, surfactants and other performance chemicals and polymers; di- and triethylene glycol, used in a variety of applications, including boat construction, shoe manufacturing, natural gas-drying and other moisture-removing applications, and plasticizers for safety glasses; and tetraethylene glycol, used predominantly in the production of plasticizers for automotive windows. MEG is used extensively in the production of polyester fiber, resin and film, automotive antifreeze and engine coolants, and aircraft anti-icing and deicing fluids.

Industrial Chemicals and Polymers - broad range of products for specialty applications, including pharmaceutical, animal food supplements, personal care, industrial and household cleaning, coatings for beverage and food cans, industrial coatings and many other industrial uses. Product lines include acrolein and derivatives, CARBOWAX™ and CARBOWAX™ SENTRY™ polyethylene glycols and methoxypolyethylene glycols, TERGITOL™ and TRITON™ surfactants, UCAR™ deicing fluids, UCARTHERM™ heat transfer fluids and UCON™ fluids.

Polyethylene - includes FLEXOMER™ very low density polyethylene resins used as impact modifiers in other polymers and to produce flexible hose and tubing, frozen-food bags and stretch wrap; TUFLIN™ linear low density and UNIVAL™ high density polyethylene resins used in high-volume applications such as housewares; milk, water, bleach and detergent bottles; grocery sacks; trash bags; packaging; and water and gas pipe.

Solvents and Intermediates - includes oxo aldehydes, acids and alcohols used as chemical intermediates and industrial solvents and in herbicides, plasticizers, paint dryers, jet-turbine lubricants, lube oil additives, and food and feed preservatives; and esters, which serve as solvents in industrial coatings and printing inks and in the manufacturing processes for pharmaceuticals and polymers.

Technology Licensing and Catalysts - includes catalysts for supply and licensing of the METEOR™ process for EO/EG and the LP OXO process for oxo alcohols and licensing of the METEOR™ process for EO/EG and the LP OXO process for oxo alcohols through Dow Technology Investments LLC, a 50:50 joint venture with Dow Global Technologies LLC, a Dow subsidiary. Vinyl Acetate Monomer - a building block for the manufacture of a variety of polymers used in water-based emulsion paints, adhesives, paper coatings, textiles, safety glass and acrylic fibers. Water Soluble Polymers - polymers used to enhance the physical and sensory properties of end-use products in a wide range of applications including food, paints and coatings, pharmaceuticals, oil and gas, home and personal care, building and construction, and other specialty applications. Key product lines include CELLOSIZE™ hydroxyethyl cellulose, POLYOX™ water-soluble resins, and products for hair and skin manufactured by Amerchol Corporation, a wholly owned subsidiary.

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PART I, Item 1. Business.

Table of Contents Electrical and Telecommunications - polyolefin-based compounds for high-performance insulation, semiconductives and jacketing systems for power distribution, telecommunications, and flame-retardant wire and cable. Key product lines include: REDI-LINK™ polyethylene-based wire and cable compounds, SI-LINK™ polyethylene-based low voltage insulation compounds, UNIGARD™ HP high-performance flame-retardant compounds, UNIGARD™ RE reduced emissions flame-retardant compounds, and UNIPURGE™ purging compounds. COMPETITION The chemical industry has been historically competitive and this competitive environment is expected to continue. The chemical divisions of the major national and international oil companies also provide substantial competition both in the United States and abroad. RESEARCH AND DEVELOPMENT The Corporation is engaged in a continuous program of basic and applied research to develop new products and processes, to improve and refine existing products and processes, and to develop new applications for existing products. Research and development expenses were $25 million in 2013 , $35 million in 2012 and $47 million in 2011 . PATENTS, LICENSES AND TRADEMARKS The Corporation continually applies for and obtains U.S. and foreign patents that relate to a wide variety of products and processes, has a substantial number of pending patent applications throughout the world and is licensed under a number of patents. At December 31, 2013 , the Corporation owned 160 active U.S. patents and 588 active foreign patents related to a wide variety of products and processes. These patents expire as follows:

The Corporation also has a large number of trademarks. Although the Corporation considers that its patents, licenses and trademarks in the aggregate constitute a valuable asset, it does not regard its business as being materially dependent on any single or group of related patents, licenses or trademarks. PRINCIPAL PARTLY OWNED COMPANIES UCC had no principal nonconsolidated affiliates at December 31, 2013 and the Corporation's ownership interest changed in 2013 for the following:

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OP ERATIONS AND EXPORT SALES In 2013 , the Corporation derived 38 percent of its trade sales to external customers from customers outside the United States and had 3 percent of its property investment located outside the United States. See Note 20 to the Consolidated Financial Statements for information on sales to external customers and long-lived assets by geographic area. PROTECTION OF THE ENVIRONMENT Matters pertaining to the environment are discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations, and Notes 1 and 13 to the Consolidated Financial Statements.

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Remaining Life of Patents Owned at December 31, 2013

United States Foreign

Within 5 years 72 174 6 to 10 years 54 267 11 to 15 years 15 111 16 to 20 years 19 36 Total 160 588

• Nippon Unicar Company, Limited - previously owned 50 percent - a Japan-based manufacturer of polyethylene and specialty polyethylene compounds was sold to TonenGeneral Sekiyu K. K. on July 1, 2013.

• Univation Technologies, LLC - previously owned 50 percent - a United States-based company that develops, markets and licenses the UNIPOL™ polyethylene process technology and sells related catalysts, including metallocene catalysts. On September 26, 2013, UCC declared a stock dividend to Dow of its 100 percent ownership in Union Carbide Subsidiary C, Inc., which included UCC's full ownership interest in Univation Technologies, LLC.

Table of Contents OTHER ACTIVITIES Divestitures On October 11, 2013, Dow entered into a definitive agreement under which the global Polypropylene Licensing and Catalysts business would be divested to W.R. Grace & Co. On December 2, 2013, the sale was completed and proceeds allocated to the Corporation were $398 million , net of working capital adjustments and cost to sell, with proceeds subject to customary post closing adjustments to be finalized in subsequent periods. Included in the divestiture was the Corporation's polypropylene catalysts manufacturing facility in Norco, Louisiana as well as customer contracts, accounts receivable, licenses, intellectual property and inventory. See Note 4 to the Consolidated Financial Statements for additional information. On January 31, 2013, UCC entered into a definitive agreement to sell its 50 percent ownership interest in Nippon Unicar Company, Limited to TonenGeneral Sekiyu K. K. On July1, 2013, the sale was completed for $13 million. As a result of this share sale, the Corporation reclassified a $20 million gain, primarily attributable to cumulative translation adjustments, from "Accumulated other comprehensive loss" into earnings in the third quarter of 2013 and is included in "Sundry income (expense) - net" in the consolidated statements of operations. Including this reclassification, the sale resulted in no pretax gain or loss. See Note 7 to the Consolidated Financial Statements for additional information. On September 30, 2011, Dow sold its global Polypropylene business which included the following Corporation assets: polypropylene manufacturing facility at Seadrift, Texas; railcars; inventory; business know-how; and certain product and process technology. See Note 4 and Note 17 to the Consolidated Financial Statements for additional information. Stock Dividend On September 26, 2013, UCC declared a stock dividend to Dow of its 100 percent ownership interest in Union Carbide Subsidiary C, Inc., which included UCC's full ownership interest in Univation Technologies, LLC. This stock dividend was effective on September 29, 2013 and totaled $70 million.

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RISK FACTORS The factors described below represent the Corporation's principal risks. Global Economic Conditions: The Corporation operates in a global, competitive environment, which gives rise to operating and market risk. The Corporation sells substantially all of its products to Dow, which operates in a competitive, global environment, and competes worldwide for sales. Increased levels of competition could result in lower prices or lower sales volumes, which could have a negative impact on the Corporation's operations. Economic conditions around the world and in certain industries in which the Corporation does business also impact sales price and volume. As a result, market uncertainty and an economic downturn in the geographic areas or industries in which UCC sells its products could reduce demand for these products and result in decreased sales volume, which could have a negative impact on UCC's results of operations. Raw Materials: Availability of purchased feedstocks and energy and the volatility of these costs impact the Corporation's operating costs and add variability to earnings. Purchased feedstock and energy costs account for a substantial portion of the Corporation's total production costs and operating expenses. The Corporation purchases hydrocarbon raw materials including ethane, propane and naphtha as feedstocks. The Corporation also purchases certain monomers, primarily ethylene and propylene, to supplement internal production, as well as other raw materials. The Corporation purchases natural gas, mainly to generate electricity, and purchases electric power. Feedstock and energy costs generally follow price trends in crude oil and natural gas, which are sometimes volatile. Ultimately, the ability to pass on underlying cost increases is dependent on market conditions. Conversely, when feedstock and energy costs decline, selling prices generally decline as well. As a result, volatility in these costs could impact the Corporation's results of operations.

The Corporation is beginning to take advantage of increasing supplies of low-cost natural gas and natural gas liquids ("NGLs") from shale gas by re-starting an ethylene facility in St. Charles, Louisiana, which was completed at the end of December 2012. As a result of this action, the Corporation's exposure to purchased ethylene and propylene has started to decline, offset by increased exposure to ethane and propane feedstocks.

While the Corporation expects abundant and cost-advantaged supplies of NGLs in the United States to persist for the foreseeable future, if NGLs were to become significantly less advantaged than crude oil-based feedstocks, it could have a negative impact on the Corporation's results of operations and future investments.

Also, if the Corporation's key suppliers of feedstocks and energy are unable to provide the raw materials required for production, it could have a negative impact on the Corporation's results of operations.

Supply/Demand Balance: Earnings generated by the Corporation vary based in part on the balance of supply relative to demand within the industry. The balance of supply relative to demand within the industry may be significantly impacted by the addition of new capacity, especially for basic commodities where capacity is generally added in large increments as world-scale facilities are built. This may disrupt industry balances and result in downward pressure on prices due to the increase in supply, which could negatively impact the Corporation's results of operations. Financial Flexibility: Market conditions could redu ce Dow's financial flexibility, which could impact the financial flexibility of the Corporation. Adverse economic conditions could reduce Dow's flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs. In addition, the economic environment could result in a contraction in the availability of credit in the marketplace and reduce sources of liquidity for Dow and could result in higher borrowing costs. Since Dow is a service provider, material debtor, and the major customer of the Corporation, reduced financial flexibility for Dow could potentially impact the financial flexibility of the Corporation.

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PART I, Item 1A. Risk Factors.

Table of Contents Environmental Compliance: The costs of complying with evolving regulatory requirements could negatively impact the Corporation's financial results. Actual or alleged violations of environmental laws or permit requirements could result in restrictions or prohibitions on plant operations, substantial civil or criminal sanctions, as well as the assessment of strict liability and/or joint and several liability. The Corporation is subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment, greenhouse gas emissions and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. At December 31, 2013, the Corporation had accrued obligations of $126 million ( $95 million at December 31, 2012) for probable environmental remediation and restoration costs, including $23 million ( $21 million at December 31, 2012) for the remediation of Superfund sites. This is management's best estimate of the costs for remediation and restoration with respect to environmental matters for which the Corporation has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two and a half times that amount. Costs and capital expenditures relating to environmental, health or safety matters are subject to evolving regulatory requirements and depend on the timing of the promulgation and enforcement of specific standards which impose the requirements. Moreover, changes in environmental regulations could inhibit or interrupt the Corporation's operations, or require modifications to its facilities. Accordingly, environmental, health or safety regulatory matters could result in significant unanticipated costs or liabilities. Litigation: The Corporation is party to a number of claims and lawsuits arising out of the normal course of business with respect to commercial matters, including product liability, governmental regulation and other actions. The Corporation is involved in a number of legal proceedings and claims with both private and governmental parties. These cover a wide range of matters, including, but not limited to: product liability; trade regulation; governmental regulatory proceedings; health, safety and environmental matters; employment; patents; contracts; taxes; and commercial disputes. With the exception of the possible effect of the asbestos-related liability described below, it is the opinion of the Corporation's management that the possibility is remote that the aggregate of all such claims and lawsuits will have a material adverse impact on the Corporation's consolidated financial statements.

The Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. At December 31, 2013, the Corporation's asbestos-related liability for pending and future claims was $501 million ($602 million at December 31, 2012) and the Corporation's receivable for insurance recoveries related to its asbestos liability was $25 million ($25 million at December 31, 2012). At December 31, 2013, the Corporation also had receivables of $66 million ($154 million at December 31, 2012) for insurance recoveries for defense and resolution costs.

Management believes that it is reasonably possible that the cost of disposing of the Corporation's asbestos-related claims, including future defense costs, could have a material impact on the Corporation's consolidated financial statements. Chemical Safety: Increased concerns regarding the safety of chemicals in commerce and their potential impact on the environment have resulted in more restrictive regulations from local, state and federal governments and could lead to new regulations. Concerns regarding the safe use of chemicals in commerce and their potential impact on health and the environment reflect a growing trend in societal demands for increasing levels of product safety and environmental protection. These concerns could manifest themselves in stockholder proposals, preferred purchasing and continued pressure for more stringent regulatory intervention. These concerns could also influence public perceptions, the viability of the Corporation's products, the Corporation's reputation and the cost to comply with regulations. In addition, terrorist attacks and natural disasters have increased concerns about the security and safety of chemical production and distribution. These concerns could have a negative impact on the Corporation's results of operations. Local, state and federal governments continue to propose new regulations related to the security of chemical plant locations and the transportation of hazardous chemicals, which would result in higher operating costs. Operational Event: A significant operational event could negatively impact the Corporation's results of operations. As a diversified chemical manufacturing company, the Corporation's operations, the transportation of products, cyber attacks or severe weather conditions and other natural phenomena (such as drought, hurricanes, earthquakes, tsunamis, floods, etc.) could result in an unplanned event that could be significant in scale and could negatively impact operations, neighbors or the public at large, which could have a negative impact on the Corporation's results of operations.

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Table of Contents Major hurricanes have caused significant disruption in UCC's operations on the U.S. Gulf Coast, logistics across the region, and the supply of certain raw materials, which had an adverse impact on volume and cost for some of UCC's products. Due to the Corporation's substantial presence on the U.S. Gulf Coast, similar severe weather conditions or other natural phenomena in the future could negatively affect UCC's results of operations. Pension and Other Postretirement Benefits: Increased obligations and expenses related to the Corporation's defined benefit pension plans and other postretirement benefit plan could negatively affect UCC's financial condition and results of operations. The Corporation has defined benefit pension plans and an other postretirement benefit plan (the “plans”) in the United States. The assets of the Corporation's funded plans are primarily invested in fixed income and equity securities of U.S. and foreign issuers. Changes in the market value of plan assets, investment returns, discount rates, mortality rates, the rate of increase in compensation levels, regulations and health care cost trends may affect the funded status of the Corporation's plans and could cause volatility in the net periodic benefit cost, future funding requirements of the plans and the funded status of the plans. A significant increase in the Corporation's obligations or future funding requirements could have a negative impact on the Corporation's results of operations and cash flows for a particular period and on the consolidated financial position of the Corporation. Implementation of ERP system: Dow's implementation of an enterprise resource planning (“ERP”) system may adversely affect the Corporation's business and results of operations or the effectiveness of internal control over financial reporting. Beginning in the first quarter of 2011, Dow began business implementation of a new ERP system that will deliver a new generation of information systems and work processes. Through the master services agreement, Dow provides accounting, treasury and procurement services to the Corporation. ERP implementations are complex and very time-consuming projects that involve substantial expenditures on system software and implementation activities that take several years. The staging of implementations allows a gradual build of risk in terms of business impact. Dow expects to complete its ERP system implementation in 2014. If Dow does not effectively implement the ERP system or if the system does not operate as intended, it could adversely affect financial reporting systems, the Corporation's ability to produce financial reports, and/or the effectiveness of internal control over financial reporting. Cyber Vulnerability: The risk of loss of the Corporation's intellectual property, trade secrets or other sensitive business information or disruption of operations could negatively impact the Corporation's financial results. Cyber attacks or security breaches could compromise confidential, business critical information or cause a disruption in the Corporation's operations. The Corporation has attractive information assets, including intellectual property, trade secrets and other sensitive, business critical information. While the Corporation has a comprehensive cyber security program that is continuously reviewed, maintained and upgraded, a significant cyber attack could result in the loss of critical business information and/or could negatively impact operations, which could have a negative impact on the Corporation's financial results.

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Table of Contents

UNRESOLVED STAFF COMMENTS None.

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PART I, Item 1B. Unresolved Staff Comments.

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PROPERTIES The Corporation operates 9 manufacturing sites in 4 countries. The Corporation considers its properties to be in good operating condition and that its machinery and equipment have been well maintained. The following are the major production sites:

All of UCC's plants are owned or leased, subject to certain easements of other persons that, in the opinion of management, do not substantially interfere with the continued use of such properties or materially affect their value.

A summary of property, classified by type, is contained in Note 6 to the Consolidated Financial Statements.

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PART I, Item 2. Properties.

United States : Hahnville (St. Charles), Louisiana; Texas City and Seadrift, Texas.

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LEGAL PROCEEDINGS Asbestos-Related Matters The Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. These suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that UCC sold in the past, alleged exposure to asbestos-containing products located on UCC's premises, and UCC's responsibility for asbestos suits filed against a former subsidiary, Amchem Products, Inc.

It is the opinion of UCC's management that it is reasonably possible that the cost of disposing of its asbestos-related claims, including future defense costs, could have a material impact on the Corporation's results of operations and cash flows for a particular period and on the consolidated financial position of the Corporation.

For additional information, see Asbestos-Related Matters in Management's Discussion and Analysis of Financial Condition and Results of Operations, and Note 13 to the Consolidated Financial Statements.

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PART I, Item 3. Legal Proceedings.

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MINE SAFETY DISCLOSURES Not applicable.

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PART I, Item 4. Mine Safety Disclosures.

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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Corporation is a wholly owned subsidiary of Dow; therefore, there is no public trading market for the Corporation's common stock.

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PART II, Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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SELECTED FINANCIAL DATA Omitted pursuant to General Instruction I of Form 10-K.

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PART II, Item 6. Selected Financial Data.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL C ONDITION AND RESULTS OF OPERATIONS Pursuant to General Instruction I of Form 10-K “Omission of Information by Certain Wholly-Owned Subsidiaries,” this section includes only management's narrative analysis of the results of operations for the year ended December 31, 2013 , the most recent fiscal year, compared with the year ended December 31, 2012 , the fiscal year immediately preceding it. References below to “Dow” refer to The Dow Chemical Company and its consolidated subsidiaries, except as otherwise indicated by the context. Dow conducts its worldwide operations through global businesses, and Union Carbide Corporation's (the “Corporation” or “UCC”) business activities comprise components of Dow's global operations rather than stand-alone operations. Because there are no separable reportable business segments for UCC and no detailed business information is provided to a chief operating decision maker regarding the Corporation's stand-alone operations, the Corporation's results are reported as a single operating segment. Results of Operations Total net sales for 2013 were $6,948 million , compared with $6,247 million for 2012 , an increase of 11 percent. Net sales to related companies, principally to Dow, were $6,787 million for 2013 , compared with $6,070 million for 2012 , an increase of 12 percent. Selling prices to Dow are based on market prices for the related products. Average selling prices increased 3 percent in 2013 compared with 2012, primarily driven by increases in polyethylene followed by ethylene and related by-products. Volume was up 8 percent in 2013 mainly due to stronger demand for ethylene and related by-products, vinyl acetate monomers, and solvents and intermediates. Operating rates were also up in 2013 due to the restart of an ethylene facility in St. Charles, Louisiana, in December 2012. Cost of sales increased 2 percent from $6,088 million in 2012 to $6,214 million in 2013 , as increased sales demand was partially offset by lower raw material costs and turnaround costs in 2013 and the restart of an ethylene facility. Research and development (“R&D”) expenses were $25 million in 2013 , compared with $35 million in 2012 . The decrease of $10 million was due primarily to cost reduction initiatives.

In the fourth quarter of 2012, the Board of Directors approved a restructuring plan to improve the cost effectiveness of the Corporation's global operations. As a result, the Corporation recorded pretax restructuring charges totaling $71 million in the fourth quarter of 2012, which included asset write-downs and write-offs of $48 million, severance costs of $10 million and costs associated with exit or disposal activities of $13 million. The restructuring will affect approximately 100 positions and result in a shutdown of certain manufacturing facilities. At December 31, 2013, $6 million of severance and $2 million of costs related to contract cancellation fees had been paid. In the first quarter of 2012, the Corporation recorded restructuring charges totaling $3 million related to a workforce reduction of approximately 20 employees. See Note 3 to the Consolidated Financial Statements for additional information on the Corporation's restructuring activities. Equity in earnings of nonconsolidated affiliates was $82 million in 2013 , up from $59 million in 2012 due to earnings growth at Univation Technologies, LLC in the first three quarters of 2013 prior to UCC declaring a stock dividend of its ownership interest in Union Carbide Subsidiary C, Inc., which included UCC's full ownership interest in Univation Technologies, LLC., to Dow. For additional information on nonconsolidated affiliates, see Note 7 to the Consolidated Financial Statements.

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PART II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Table of Contents Sundry income (expense) - net includes a variety of income and expense items such as dividend income, the gain or loss on foreign currency exchange, commissions, charges for management services provided by Dow, and gains and losses on sales of investments and assets. Sundry income (expense) - net for 2013 was net income of $308 million compared with net expense of $182 million in 2012. The increase in income was primarily due to a gain of $368 million related to Dow's divestiture of the Polypropylene Licensing and Catalysts business in the fourth quarter of 2013 offset by an impairment charge of $25 million in a related company investment. In 2012 , expense included a $131 million charge for the impairment of an investment in a related company. See Notes 4 and 12 to the Consolidated Financial Statements for additional information. Interest income for 2013 was $12 million , compared with $14 million in 2012 . Interest expense and amortization of debt discount for 2013 was $32 million , up from $28 million for 2012 . The increase was due to slightly higher interest rates and a reduction in capitalized interest due to lower capital expenditures from the previous year. Long-term debt was flat in 2013 compared with 2012. See Note 14 to the Consolidated Financial Statements for additional information.

The provision for income taxes was $319 million in 2013 , which resulted in an overall effective tax rate of 29.9 percent . The tax rate for 2013 was favorably impacted by changes in the valuation allowances in the United States on state income tax attributes, audit settlements and remeasurement of tax positions. The 2013 tax rate was negatively impacted by the reversal of uncertain tax positions resulting from an unfavorable court ruling in the first quarter of 2013. This compares with a tax provision of $17 million in 2012 , which resulted in an overall effective tax rate of negative 17.5 percent . In 2012 , the tax rate was primarily impacted by minimal tax relief for the impairment of an investment in related company and the inability to utilize state tax credits. The underlying factors affecting UCC's overall effective tax rates are summarized in Note 18 to the Consolidated Financial Statements.

The Corporation reported net income of $748 million in 2013 , compared with net loss of $114 million for 2012 . The increase in net income in 2013 is attributable to increased sales volume and margin expansion on certain products, as well as the gain on the sale of Dow's Polypropylene Licensing and Catalysts business. Net loss in 2012 reflected the impact of the divestiture of Dow's Polypropylene business, as well as increased turnaround and start-up costs related to the restart of an ethylene facility. In addition, an impairment of a related company investment and restructuring charges incurred to improve the cost effectiveness of the Corporation's global operations increased losses in 2012.

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Table of Contents OTHER MATTERS Recent Accounting Guidance See Note 2 to the Consolidated Financial Statements for a summary of recent accounting guidance. Critical Accounting Policies The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1 to the Consolidated Financial Statements describes the significant accounting policies and methods used in preparation of the consolidated financial statements. Following are the Corporation's critical accounting policies impacted by judgments, assumptions and estimates: Litigation The Corporation is subject to legal proceedings and claims arising out of the normal course of business. The Corporation routinely assesses the likelihood of any adverse judgments or outcomes to these matters, as well as ranges of probable losses. A determination of the amount of the reserves required, if any, for these contingencies is made after thoughtful analysis of each known claim. The Corporation has an active risk management program consisting of numerous insurance policies secured from many carriers. These policies provide coverage that is utilized to minimize the financial impact, if any, of the legal proceedings. The required reserves may change in the future due to new developments in each matter. For further discussion, see Note 13 to the Consolidated Financial Statements. Asbestos-Related Matters The Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. These suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that UCC sold in the past, alleged exposure to asbestos-containing products located on UCC's premises, and UCC's responsibility for asbestos suits filed against a former subsidiary, Amchem Products, Inc. Each year, Analysis, Research and Planning Corporation ("ARPC") performs a review for Union Carbide based upon historical asbestos claims and resolution activity. Union Carbide compares current asbestos claim and resolution activity to the results of the most recent ARPC study at each balance sheet date to determine whether the asbestos-related liability continues to be appropriate. It is the opinion of UCC's management that it is reasonably possible that the cost of disposing of its asbestos-related claims, including future defense costs, could have a material impact on the Corporation's results of operations and cash flows for a particular period and on the consolidated financial position of the Corporation. For additional information, see Part I, Item 3. Legal Proceedings; Asbestos-Related Matters in Management's Discussion and Analysis of Financial Condition and Results of Operations; and Note 13 to the Consolidated Financial Statements. Environmental Matters The Corporation determines the costs of environmental remediation of its facilities and formerly owned facilities based on evaluations of current law and existing technologies. Inherent uncertainties exist in such evaluations primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability and emerging remediation technologies. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available. In the case of landfills and other active waste management facilities, UCC recognizes the costs over the useful life of the facility. At December 31, 2013 , the Corporation had accrued obligations of $126 million for probable environmental remediation and restoration costs, including $23 million for the remediation of Superfund sites. This is management's best estimate of the costs for remediation and restoration with respect to environmental matters for which the Corporation has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two and a half times that amount. For further discussion, see Environmental Matters in Notes 1 and 13 to the Consolidated Financial Statements.

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Table of Contents Pension Plans and Other Postretirement Benefits The amounts recognized in the consolidated financial statements related to pension and other postretirement benefits are determined from actuarial valuations. Inherent in these valuations are assumptions including expected return on plan assets, discount rates at which the liabilities could have been settled at December 31, 2013 , rate of increase in future compensation levels, mortality rates and health care cost trend rates. These assumptions are updated annually and are disclosed in Note 15 to the Consolidated Financial Statements. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and therefore affect expense recognized and obligations recorded in future periods. The Corporation determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics. The expected long-term rate for each asset class is then weighted based on the strategic asset allocation approved by the governing body for each plan. The Corporation's historical experience with the pension fund asset performance is also considered. The expected long-term rate of return is an assumption and not what is expected to be earned in any one particular year. The weighted-average long-term rate of return assumption used for determining net periodic pension expense for 2013 was 6.90 percent . This assumption was reduced to 6.80 percent for determining 2014 net periodic pension expense. Future actual pension expense will depend on future investment performance, changes in future discount rates and various other factors related to the population of participants in the Corporation's pension plans.

The discount rates utilized to measure the pension and other postretirement benefit obligations are based on the yield on high-quality fixed income investments at the measurement date. Future expected actuarially determined cash flows of the plan are matched against the Towers Watson RATE:Link yield curve (based on 60 th to 90 th percentile bond yields) to arrive at a single discount rate by plan. The discount rate was 4.75 percent at December 31, 2013 and 3.85 percent at December 31, 2012 .

The value of the qualified plan assets totaled $3.6 billion at December 31, 2013 , an increase from $3.5 billion at December 31, 2012 . The underfunded status of the qualified plan improved by $474 million at December 31, 2013, compared with December 31, 2012. The improvement was primarily due to higher discount rates. For 2014, the Corporation does not expect to make cash contributions to its pension and other postretirement benefit plans.

The assumption for the long-term rate of increase in compensation levels was 4.50 percent , consistent with 2012 . Since 2002, the Corporation has used a generational mortality table to determine the duration of its pension and other postretirement obligations.

The Corporation bases the determination of pension expense on a market-related valuation of plan assets that reduces year-to-year volatility. This market-related valuation recognizes investment gains or losses over a five-year period from the year in which they occur. Investment gains or losses for this purpose represent the difference between the expected return calculated using the market-related value of plan assets and the actual return based on the market value of plan assets. Since the market-related value of plan assets recognizes gains or losses over a five-year period, the future value of plan assets will be impacted when previously deferred gains or losses are recorded. Over the life of the plan, both gains and losses have been recognized and amortized. At December 31, 2013 , $30 million of net gains remain to be recognized in the calculation of the market-related value of plan assets. These net gains will result in decreases in future pension expense as they are recognized in the market-related value of assets.

The net increase in the market-related value of assets due to the recognition of prior gains and losses is presented in the following table:

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Net Increase in Market-Related Asset Value due to Recognition of Prior Gains and Losses In millions

2014 $ 31 2015 4 2016 8 2017 (13 )

Total $ 30

Table of Contents Based on the 2014 pension assumptions and changes in the market-related value of assets due to the recognition of prior asset gains, the Corporation expects net periodic benefit costs to decrease approximately $16 million for pension and other postretirement benefits in 2014 compared with 2013. The decrease in net periodic benefit cost is primarily due to the Corporation's implementation of an Employee Group Waiver Plan ("EGWP") and higher discount rates. For additional information on the EGWP, see Note 15 to the Consolidated Financial Statements.

A 25 basis point adjustment in the long-term return on assets assumption would change total pension expense for 2014 by $9 million. A 25 basis point adjustment in the discount rate assumption would change the total pension expense for 2014 by $1 million.

Income Taxes Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Based on the evaluation of available evidence, both positive and negative, the Corporation recognizes future tax benefits, such as net operating loss carryforwards and tax credit carryforwards, to the extent that realizing these benefits is considered more likely than not.

At December 31, 2013 , the Corporation had a net deferred tax asset balance of $765 million , after valuation allowances of $50 million . In evaluating the ability to realize the deferred tax assets, the Corporation relies on, in order of increasing subjectivity, taxable income in prior carryback years, the future reversals of existing taxable temporary differences, tax planning strategies and forecasted taxable income using historical and projected future operating results.

At December 31, 2013, the Corporation had deferred tax assets for tax loss and tax credit carryforwards of $95 million , of which $47 million is subject to expiration in the years 2014 through 2018. In order to realize these deferred tax assets for tax loss and tax credit carryforwards, the Corporation needs taxable income of approximately $1,887 million across multiple jurisdictions. The taxable income needed to realize the deferred tax assets for tax loss and tax credit carryforwards that are subject to expiration between 2014 through 2018 is $822 million .

The Corporation recognizes the financial statement effects of an uncertain tax position when it is more likely than not, based on technical merits, that the position will be sustained. At December 31, 2013 , the Corporation had a liability for uncertain tax positions of $4 million .

The Corporation accrues for non-income tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. At December 31, 2013, the Corporation had no non-income tax contingency reserve. For additional information, see Note 18 to the Consolidated Financial Statements. Environmental Matters Environmental Policies The Corporation is committed to world-class environmental, health and safety (“EH&S”) performance, as demonstrated by a long-standing commitment to Responsible Care®, as well as a strong commitment to achieve the Corporation's 2015 Sustainability Goals - goals that set the standard for sustainability in the chemical industry by focusing on improvements in UCC's local corporate citizenship and product stewardship, and by actively pursuing methods to reduce the Corporation's environmental impact.

The EH&S management system (“EMS”) defines the “who, what, when and how” needed for the businesses to achieve the policies, requirements, performance objectives, leadership expectations and public commitments. EMS is also designed to minimize the long-term cost of environmental protection and to comply with applicable laws and regulations. To ensure effective utilization, EMS is integrated into a company-wide management system for EH&S, Operations, Quality and Human Resources, including implementation of the global EH&S Work Process to improve EH&S performance and to ensure ongoing compliance worldwide.

UCC first works to eliminate or minimize the generation of waste and emissions at the source through research, process design, plant operations and maintenance. Next, UCC finds ways to reuse and recycle materials. Finally, unusable or non-recyclable hazardous waste is treated before disposal to eliminate or reduce the hazardous nature and volume of the waste. Treatment may include destruction by chemical, physical, biological or thermal means. Disposal of waste materials in landfills is considered only after all other options have been thoroughly evaluated. UCC has specific requirements for waste that is transferred to non-UCC facilities, including the periodic auditing of these facilities.

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Table of Contents Chemical Security Public and political attention continues to be placed on the protection of U.S. critical infrastructure, including the chemical industry, from security threats. Terrorist attacks and natural disasters have increased concern about the security and safety of chemical production and distribution. The focus on security is not new to UCC. UCC continues to improve its security plans, placing emphasis on the safety of UCC communities and people by being prepared to meet risks at any level and to address both internal and external identifiable risks. UCC's security plans are also developed to avert interruptions of normal business work operations, which could have a material impact on the Corporation's results of operations, liquidity and financial condition.

UCC is a Responsible Care® company and adheres to the Responsible Care® Security Code, which requires that all aspects of security - including facility, transportation, and cyberspace - be assessed and gaps addressed. Through global implementation of the Security Code, including voluntary security enhancements and upgrades made since 2002, UCC has permanently heightened the level of security - not just in the United States, but worldwide. UCC implemented the Community Awareness and Emergency Response ("CAER") initiative at its manufacturing sites around the world and the communities near those sites. The CAER initiative includes open communication, integrated planning and community drills between industry and the surrounding communities. The CAER initiative continues to be a critical part of UCC's global implementation of Responsible Care®. In addition, UCC uses a risk-based approach employing the U.S. Government's Sandia National Labs methodology to repeatedly assess the risks to sites, systems and processes. UCC has expanded its comprehensive Distribution Risk Review process that had been in place for decades to address potential threats in all modes of transportation across its supply chain. To reduce vulnerabilities, UCC maintains security measures that meet or exceed regulatory and industry security standards in all areas in which UCC operates. Assessment and improvement costs are not considered material to the Corporation's consolidated financial statements.

UCC continually works to strengthen partnerships with local responders, law enforcement and security agencies, and to enhance confidence in the integrity of its security and risk management program as well as strengthen its preparedness and response capabilities. UCC also works closely with its supply chain partners and strives to educate lawmakers, regulators and communities about its resolve and actions to date which are mitigating security and crisis threats. Climate Change Climate change matters for UCC are driven by changes in regulatory matters and physical climate parameters.

Regulatory Matters Regulatory matters include cap and trade schemes, increased greenhouse gas ("GHG") limits, and taxes on GHG emissions, fuel and energy. The potential implications of each of these matters are all very similar, including increased cost of purchased energy, additional capital costs for installation or modification of GHG emitting equipment, and additional costs associated directly with GHG emissions (such as cap and trade systems or carbon taxes), which are primarily related to energy use. It is difficult to estimate the potential impact of these regulatory matters on energy prices. Reducing UCC's overall energy usage and GHG emissions through new and unfolding projects will decrease the potential impact of these regulatory matters. The Corporation has not experienced any material impact related to regulated GHG emissions. Physical Climate Parameters Many scientific academies throughout the world have concluded that it is very likely that human activities are contributing to global warming. At this point, it is difficult to predict and assess the probability and opportunity of a global warming trend on UCC specifically. Preparedness plans are developed that detail actions needed in the event of severe weather. These measures have historically been in place and these activities and associated costs are driven by normal operational preparedness. UCC continues to study the long-term implications of changing climate parameters or water availability, plant siting issues, and impacts and opportunities for products. The Corporation continues to elevate its internal focus and external positions to focus on the root cause of GHG emissions, including the sustainable use of energy. Through corporate energy efficiency programs and focused GHG management efforts, the Corporation has and is continuing to reduce its GHG emissions footprint.

Environmental Remediation UCC accrues the costs of remediation of its facilities and formerly owned facilities based on current law and existing technologies. The nature of such remediation includes, for example, the management of soil and groundwater contamination and the closure of contaminated landfills and other waste management facilities. In the case of landfills and other active

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Table of Contents waste management facilities, UCC recognizes the costs over the useful life of the facility. The policies adopted to properly reflect the monetary impacts of environmental matters are discussed in Note 1 to the Consolidated Financial Statements. To assess the impact on the consolidated financial statements, environmental experts review currently available facts to evaluate the probability and scope of potential liabilities. Inherent uncertainties exist in such evaluations primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies. These liabilities are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available. The Corporation had an accrued liability of $103 million at December 31, 2013 and $74 million at December 31, 2012 , related to the remediation of current or former UCC-owned sites.

In addition to current and former UCC-owned sites, under the Federal Comprehensive Environmental Response, Compensation and Liability Act and equivalent state laws (hereafter referred to collectively as “Superfund Law”), UCC is liable for remediation of other hazardous waste sites where UCC allegedly disposed of, or arranged for the treatment or disposal of, hazardous substances. Because Superfund Law imposes joint and several liability upon each party at a site, UCC has evaluated its potential liability in light of the number of other companies that also have been named potentially responsible parties (“PRPs”) at each site, the estimated apportionment of costs among all PRPs, and the financial ability and commitment of each to pay its expected share. Management's estimate of the Corporation's remaining liability for the remediation of Superfund sites was $23 million at December 31, 2013 and $21 million at December 31, 2012 , which has been accrued, although the ultimate cost with respect to these sites could exceed that amount. The Corporation has not recorded any third-party recovery related to these sites as a receivable.

Information regarding environmental sites is provided below:

In total, the Corporation's accrued liability for probable environmental remediation and restoration costs was $126 million at December 31, 2013 , compared with $95 million at December 31, 2012 . This is management's best estimate of the costs for remediation and restoration with respect to environmental matters for which the Corporation has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two and a half times that amount. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Corporation's results of operations, financial condition and cash flows. It is the opinion of the Corporation's management, however, that the possibility is remote that costs in excess of the range disclosed will have a material impact on the Corporation's results of operations, financial condition and cash flows.

The amounts charged to income on a pretax basis related to environmental remediation totaled $80 million in 2013 and $31 million in 2012 . The amounts charged to income on a pretax basis related to operating the Corporation's pollution abatement facilities totaled $87 million in 2013 and $86 million in 2012 . Capital expenditures for environmental protection were $2 million in 2013 and $7 million in 2012 . Asbestos-Related Matters The Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. These suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that UCC sold in the past, alleged exposure to asbestos-containing products located on UCC's premises, and UCC's responsibility for asbestos suits filed against a former subsidiary, Amchem Products, Inc.

It is the opinion of UCC's management that it is reasonably possible that the cost of disposing of its asbestos-related claims, including future defense costs, could have a material impact on the Corporation's results of operations and cash flows for a particular period and on the consolidated financial position of the Corporation.

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Environmental Sites UCC-owned Sites (1) Superfund Sites (2)

2013 2012 2013 2012 Number of sites at January 1 31 31 66 60 Sites added during year 1 1 1 6 Sites closed during year (4 ) (1 ) (3 ) — Number of sites at December 31 28 31 64 66 (1) UCC-owned sites are sites currently or formerly owned by UCC, where remediation obligations are imposed (in the United States) by the Resource

Conservation Recovery Act or analogous state law. (2) Superfund sites are sites, including sites not owned by UCC, where remediation obligations are imposed by Superfund Law.

Table of Contents The table below provides information regarding asbestos-related claims filed against the Corporation and Amchem based on criteria developed by UCC and its external consultants.

Plaintiffs' lawyers often sue numerous defendants in individual lawsuits or on behalf of numerous claimants. As a result, the damages alleged are not expressly identified as to UCC, Amchem or any other particular defendant, even when specific damages are alleged with respect to a specific disease or injury. In fact, there are no personal injury cases in which only the Corporation and/or Amchem are the sole named defendants. For these reasons and based upon the Corporation's litigation and settlement experience, the Corporation does not consider the damages alleged against it and Amchem to be a meaningful factor in its determination of any potential asbestos-related liability. For additional information, see Part I, Item 3. Legal Proceedings and Asbestos-Related Matters in Note 13 to the Consolidated Financial Statements.

Debt Covenants and Default Provisions The Corporation's outstanding public debt has been issued under indentures which contain, among other provisions, covenants that the Corporation must comply with while the underlying notes are outstanding. Such covenants are typically based on the Corporation's size and financial position and include, subject to the exceptions and qualifications contained in the indentures, obligations not to (i) allow liens on principal U.S. manufacturing facilities, (ii) enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, or (iii) merge into or consolidate with any other entity or sell or convey all or substantially all of its assets. Failure of the Corporation to comply with any of these covenants could, after the passage of any applicable grace period, result in a default under the applicable indenture which would allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the subject notes. Management believes the Corporation was in compliance with the covenants referred to above at December 31, 2013.

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2013 2012 2011 Claims unresolved at January 1 33,449 53,225 62,582 Claims filed 12,069 9,627 7,810 Claims settled, dismissed or otherwise resolved (16,513 ) (29,403 ) (17,167 )

Claims unresolved at December 31 29,005 33,449 53,225 Claimants with claims against both UCC and Amchem (8,331 ) (9,542 ) (16,304 )

Individual claimants at December 31 20,674 23,907 36,921

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARK ET RISK UCC's business operations give rise to market risk exposure due to changes in foreign exchange rates and interest rates. To manage such risks effectively, the Corporation can enter into hedging transactions, pursuant to established guidelines and policies that enable it to mitigate the adverse effects of financial market risk. The Corporation does not hold derivative financial instruments for trading purposes.

As a result of investments, production facilities and other operations on a global basis, the Corporation has assets, liabilities and cash flows in currencies other than the U.S. dollar. The primary objective of the Corporation's foreign exchange risk management is to optimize the U.S. dollar value of net assets and cash flows, keeping the adverse impact of currency movements to a minimum. To achieve this objective, the Corporation will hedge, when appropriate, on a net exposure basis using foreign currency forward contracts, over-the-counter option contracts, cross-currency swaps and nonderivative instruments in foreign currencies. Main exposures are related to assets, liabilities and cash flows denominated in the currencies of Europe, Asia Pacific and Canada.

The main objective of interest rate risk management is to reduce the total funding cost to the Corporation and to alter the interest rate exposure to the desired risk profile. The Corporation's primary exposure is to the U.S. dollar yield curve. UCC will use interest rate swaps and “swaptions,” when appropriate, to accomplish this objective.

UCC uses value at risk (“VAR”), stress testing and scenario analysis for risk measurement and control purposes. VAR estimates the maximum potential gain or loss in fair market values given a certain move in prices over a certain period of time, using specified confidence levels. The VAR methodology used by the Corporation is a historical simulation model which captures the co-movements in market rates across different instruments and market risk exposure categories. The historical simulation model uses a 97.5 percent confidence level and the historical scenario period includes at least six months of historical data. The 2013 and 2012 year-end and average daily VAR for the aggregate of all positions are shown below:

The increase in interest rate VAR at year end is primarily due to increased interest rate volatility.

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PART II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Total Daily VAR at December 31 2013 2012

In millions Year-end Average Year-end Average Interest rate $ 13 $ 14 $ 11 $ 15

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of Union Carbide Corporation We have audited the accompanying consolidated balance sheets of Union Carbide Corporation and subsidiaries (the “Corporation”) as of December 31, 2013 and 2012 , and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2013 . These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Union Carbide Corporation and subsidiaries at December 31, 2013 and 2012 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 , in conformity with accounting principles generally accepted in the United States of America.

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PART II, Item 8. Financial Statements and Supplementary Data.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP Midland, Michigan February 14, 2014

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Union Carbide Corporation and Subsidiaries Consolidated Statements of Operations

See Notes to the Consolidated Financial Statements.

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(In millions) For the years ended December 31 2013 2012 2011 Net trade sales $ 161 $ 177 $ 186 Net sales to related companies 6,787 6,070 6,694

Total Net Sales 6,948 6,247 6,880 Cost of sales 6,214 6,088 6,493 Research and development expenses 25 35 47 Selling, general and administrative expenses 12 10 10 Restructuring charges — 74 — Equity in earnings of nonconsolidated affiliates 82 59 69 Sundry income (expense) - net 308 (182 ) (96 )

Interest income 12 14 33 Interest expense and amortization of debt discount 32 28 34

Income (Loss) Before Income Taxes 1,067 (97 ) 302 Provision for income taxes 319 17 87

Net Income (Loss) Attributable to Union Carbide Corporation $ 748 $ (114 ) $ 215

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Union Carbide Corporation and Subsidiaries Consolidated Statements of Comprehensive Income (Loss)


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(In millions) For years ended December 31 2013 2012 2011 Net Income (Loss) Attributable to Union Carbide Corporation $ 748 $ (114 ) $ 215 Other Comprehensive Income (Loss), Net of Tax

Cumulative translation adjustments (22 ) (4 ) 3 Pension and other postretirement benefit plan adjustments 322 (209 ) (109 )

Total other comprehensive income (loss) 300 (213 ) (106 )

Comprehensive Income (Loss) Attributable to Union Carbide Corporation $ 1,048 $ (327 ) $ 109

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Union Carbide Corporation and Subsidiaries Consolidated Balance Sheets

(In millions) At December 31 2013 2012 Assets

Current Assets

Cash and cash equivalents $ 33 $ 18 Accounts receivable:

Trade (net of allowance for doubtful receivables 2013: $-; 2012: $-) 25 35 Related companies 390 330 Other 80 86

Notes receivable from related companies 2,404 2,346 Inventories 404 420 Deferred income taxes and other current assets 101 95 Total current assets 3,437 3,330

Investments Investments in related companies 823 840 Investments in nonconsolidated affiliates 6 106 Other investments 9 8 Noncurrent receivables 30 45 Noncurrent receivables from related companies 166 189 Total investments 1,034 1,188

Property Property 7,079 7,211 Less accumulated depreciation 5,840 5,877 Net property 1,239 1,334

Other Assets Intangible assets (net of accumulated amortization 2013: $72; 2012: $72) 10 7 Deferred income tax assets - noncurrent 692 775 Asbestos-related insurance receivables - noncurrent 86 155 Deferred charges and other assets 51 49 Total other assets 839 986

Total Assets $ 6,549 $ 6,838 Liabilities and Equity

Current Liabilities Notes payable - related companies $ 34 $ 40 Accounts payable:

Trade 215 299 Related companies 398 411 Other 21 15

Income taxes payable 213 59 Asbestos-related liabilities - current 91 85 Accrued and other current liabilities 182 146 Total current liabilities 1,154 1,055

Long-Term Debt 471 471 Other Noncurrent Liabilities

Pension and other postretirement benefits - noncurrent 684 1,270 Asbestos-related liabilities - noncurrent 434 530 Other noncurrent obligations 95 188

Total other noncurrent liabilities 1,213 1,988 Stockholder's Equity


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Common stock (authorized and issued: 1,000 shares of $0.01 par value each) — — Additional paid-in capital 312 312 Retained earnings 4,442 4,355 Accumulated other comprehensive loss (1,045 ) (1,345 )

Union Carbide Corporation's stockholder's equity 3,709 3,322 Noncontrolling interests 2 2 Total equity 3,711 3,324

Total Liabilities and Equity $ 6,549 $ 6,838

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Union Carbide Corporation and Subsidiaries Consolidated Statements of Cash Flows


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(In millions) For the years ended December 31 2013 2012 2011 Operating Activities

Net Income (Loss) Attributable to Union Carbide Corporation $ 748 $ (114 ) $ 215 Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 222 235 270 Provision (credit) for deferred income tax (29 ) 12 (43 )

Earnings of nonconsolidated affiliates less than (in excess of) dividends received (21 ) 13 4 Net gains on sales of assets (368 ) (4 ) (5 )

Restructuring charges — 74 — Impairment of investment in related company 25 131 — Pension contributions (158 ) (158 ) (48 )

Net loss on early extinguishment of debt — — 6 Other, net 2 (1 ) —

Changes in assets and liabilities, net of effects of divested companies:

Accounts and notes receivable 4 (6 ) 12 Related company receivables (135 ) 970 1,092 Inventories (3 ) (213 ) (13 )

Accounts payable (80 ) 25 (10 )

Related company payables (32 ) 54 (132 )

Other assets and liabilities 105 82 (171 )

Cash provided by operating activities 280 1,100 1,177 Investing Activities

Capital expenditures (121 ) (241 ) (168 )

Purchase of related company receivables — (8 ) — Change in noncurrent receivable from related company 23 (53 ) (11 )

Proceeds from sale of ownership interest in nonconsolidated affiliate 13 — — Proceeds from sales of assets 411 7 19 Purchases of investments — (1 ) (11 )

Proceeds from sales of investments — — 17 Cash provided by (used in) investing activities 326 (296 ) (154 )

Financing Activities

Dividends paid to stockholder (591 ) (775 ) (950 )

Payments on long-term debt — (37 ) (69 )

Cash used in financing activities (591 ) (812 ) (1,019 )

Summary

Increase (Decrease) in cash and cash equivalents 15 (8 ) 4 Cash and cash equivalents at beginning of year 18 26 22 Cash and cash equivalents at end of year $ 33 $ 18 $ 26

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Union Carbide Corporation and Subsidiaries Consolidated Statements of Equity


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(In millions) For the years ended December 31 2013 2012 2011 Common Stock

Balance at beginning and end of year $ — $ — $ — Additional Paid-in Capital

Balance at beginning and end of year 312 312 312 Retained Earnings

Balance at beginning of year 4,355 5,253 5,990 Net Income (Loss) Attributable to Union Carbide Corporation 748 (114 ) 215 Dividends declared (661 ) (784 ) (951 )

Other — — (1 )

Balance at end of year 4,442 4,355 5,253 Accumulated Other Comprehensive Loss, Net of Tax

Balance at beginning of year (1,345 ) (1,132 ) (1,026 )

Other comprehensive income (loss) 300 (213 ) (106 )

Balance at end of year (1,045 ) (1,345 ) (1,132 )

Union Carbide Corporation's Stockholder's Equity 3,709 3,322 4,433 Noncontrolling interests 2 2 2

Total Equity $ 3,711 $ 3,324 $ 4,435

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation Except as otherwise indicated by the context, the terms “Corporation” and “UCC” as used herein mean Union Carbide Corporation and its consolidated subsidiaries. The accompanying consolidated financial statements of the Corporation were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Corporation exercises control and, when applicable, entities for which the Corporation has a controlling financial interest. Intercompany transactions and balances are eliminated in consolidation. Investments in nonconsolidated affiliates (20-50 percent owned companies, joint ventures and partnerships) are accounted for using the equity method.

The Corporation is a wholly owned subsidiary of The Dow Chemical Company (“Dow”). In accordance with the accounting requirements for wholly owned subsidiaries, the presentation of earnings per share is not required and therefore is not provided.

Dow conducts its worldwide operations through global businesses, and the Corporation's business activities comprise components of Dow's global operations rather than stand-alone operations. The Corporation sells substantially all of its products to Dow at market-based prices, in accordance with Dow's long-standing intercompany pricing policy, in order to simplify the customer interface process. Because there are no separable reportable business segments for UCC and no detailed business information is provided to a chief operating decision maker regarding the Corporation's stand-alone operations, the Corporation's results are reported as a single operating segment. Related Companies Transactions with the Corporation's parent company, Dow, or other Dow subsidiaries have been reflected as related company transactions in the consolidated financial statements.

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Notes to the Consolidated Financial Statements

Note Page 1 Summary of Significant Accounting Policies 31

2 Recent Accounting Guidance 34

3 Restructuring 35

4 Divestitures 37

5 Inventories 37

6 Property 38

7 Nonconsolidated Affiliates 38

8 Investments in Related Companies 39

9 Intangible Assets 40

10 Financial Instruments 40

11 Fair Value Measurements 41

12 Supplementary Information 42

13 Commitments and Contingent Liabilities 43

14 Notes Payable and Long-term Debt 46

15 Pension Plans and Other Postretirement Benefits 47

16 Leased Property 53

17 Related Party Transactions 53

18 Income Taxes 55

19 Accumulated Other Comprehensive Income (Loss) 57

20 Business and Geographic Areas 58

Table of Contents Use of Estimates in Financial Statement Preparation The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Corporation's consolidated financial statements include amounts that are based on management's best estimates and judgments. Actual results could differ from those estimates. Foreign Currency Translation While the Corporation's consolidated subsidiaries are primarily based in the United States, the Corporation has small subsidiaries in Asia Pacific. For those subsidiaries, the local currency has been primarily used as the functional currency. Translation gains and losses of those operations that use local currency as the functional currency are included in the consolidated balance sheets in "Accumulated other comprehensive income (loss)" ("AOCI"). Where the U.S. dollar is used as the functional currency, foreign currency gains and losses are reflected in income. Environmental Matters Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the consolidated balance sheets in both “Accrued and other current liabilities” and “Other noncurrent obligations” at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the consolidated balance sheets as “Accounts receivable - Other.”

Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable. Cash and Cash Equivalents Cash and cash equivalents include time deposits and investments with maturities of three months or less at the time of purchase. Financial Instruments The Corporation calculates the fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available for various types of financial instruments (such as forwards, options and swaps), the Corporation uses standard pricing models with market-based inputs that take into account the present value of estimated future cash flows.

Inventories Inventories are stated at the lower of cost or market. The method of determining cost for each subsidiary varies among last-in, first-out (“LIFO”); first-in, first-out (“FIFO”); and average cost, and is used consistently from year to year. The Corporation routinely exchanges and swaps raw materials and finished goods with other companies to reduce delivery time, freight and other transportation costs. These transactions are treated as non-monetary exchanges and are valued at cost. Property Land, buildings and equipment are carried at cost less accumulated depreciation. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. In the case of disposals, assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in income. Impairment and Disposal of Long-Lived Assets The Corporation evaluates long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When undiscounted future cash flows are not expected to be sufficient to recover an asset's carrying amount, the asset is written down to its fair value based on bids received from third parties or a discounted cash flow analysis based on market participant assumptions.

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Table of Contents Long-lived assets to be disposed of by sale are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of and reported at the lower of carrying amount or fair value, and depreciation is recognized over the remaining useful life of the assets. Asset Retirement Obligations The Corporation records asset retirement obligations as incurred and reasonably estimable, including obligations for which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Corporation. The fair values of obligations are recorded as liabilities on a discounted basis and are accreted over time for the change in present value. Costs associated with the liabilities are capitalized and amortized over the estimated remaining useful life of the asset, generally for periods of 10 years or less. Investments in Related Companies Investments in related companies consist of the Corporation's ownership interests in Dow subsidiaries located in North America and Latin America. The Corporation accounts for these investments using the cost method as it does not have significant influence over the operating and financial policies of these related companies. Investments Investments in debt securities are classified as available-for-sale and reported at fair value with unrealized gains and losses recorded in AOCI. The cost of investments sold is determined by specific identification. The Corporation routinely reviews available-for-sale securities for other-than-temporary declines in fair value below the cost basis, and when events or changes in circumstances indicate the carrying value of an asset may not be recoverable, the security is written down to fair value establishing a new cost basis.

Revenue Substantially all of the Corporation's revenues are generated by sales to Dow. Approximately 97 percent of the Corporation's sales are related to sales of product ( 96 percent in 2012 and 99 percent in 2011); the remaining 3 percent is related to the licensing of patents and technology ( 4 percent in 2012 and 1 percent in 2011).

Revenue for product sales to related companies is recognized as risk and title to the product transfer to the related company, which occurs either at the time production is complete or free on board (“FOB”) UCC's manufacturing facility, in accordance with the sales agreement between the Corporation and Dow.

Revenue for product sales is recognized as risk and title to the product transfer to the customer, which for trade sales, usually occurs at the time shipment is made. As such, title to the product passes when the product is delivered to the freight carrier. UCC's standard terms of delivery are included in its contracts of sale, order confirmation documents, and invoices. Freight costs and any directly related costs of transporting finished product to customers are recorded as “Cost of sales.”

Revenue related to the initial licensing of patents and technology is recognized when earned; revenue related to running royalties is recognized according to licensee production levels.

Legal Costs The Corporation expenses legal costs as incurred. Accruals for legal matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Severance Costs Management routinely reviews its operations around the world in an effort to ensure competitiveness across its businesses and geographic areas. When the reviews result in a workforce reduction related to the shutdown of facilities or other optimization activities, severance benefits are provided to employees primarily under ongoing benefit arrangements. These severance costs are accrued once management commits to a plan of termination including the number of employees to be terminated, their job classifications or functions, their locations and the expected termination date.

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Table of Contents Income Taxes The Corporation accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date. The Corporation is included in Dow's consolidated federal income tax group and consolidated income tax return. The Corporation uses the separate return method to account for its income taxes; accordingly, there is no difference between the method used to account for income taxes at the UCC level and the formula in the Dow-UCC Tax Sharing Agreement used to compute the amount due to Dow or UCC for UCC's share of taxable income and tax attributes on Dow's consolidated income tax return. Annual tax provisions include amounts considered sufficient to pay assessments that may result from examinations of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued.

The Corporation recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Corporation accrues for non-income tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. The current portion of uncertain income tax positions is included in “Income taxes payable” and the long-term portion is included in “Other noncurrent obligations” in the consolidated balance sheets.

Provision is made for taxes on undistributed earnings of foreign subsidiaries and related companies to the extent that such earnings are not deemed to be permanently invested.

NOTE 2 - RECENT ACCOUNTING GUIDANCE Recently Adopted Accounting Guidance During the first quarter of 2013, the Corporation adopted Accounting Standards Update ("ASU") 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities," which requires entities to disclose both gross and net information about both instruments and transactions subject to an agreement similar to a master netting agreement and ASU 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities," which clarifies the scope of the offsetting disclosures of ASU 2011-11. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards ("IFRS"). The adoption of this standard was immaterial to the consolidated financial statements. During the first quarter of 2013, the Corporation adopted ASU 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail on these amounts. See Note 19 for the disclosures related to this adoption. On January 1, 2012, the Corporation adopted ASU 2011-05, "Comprehensive Income (Topic 220): Presentation of Comprehensive Income," as amended by ASU 2011-12, "Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." This standard improves the comparability, consistency and transparency of financial reporting and increases the prominence of items reported in other comprehensive income. See the Consolidated Statements of Comprehensive Income (Loss) and Note 19 for additional information. On January 1, 2012, the Corporation adopted ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS," which provides common requirements for measuring fair value and disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. See Note 11 for additional information about fair value measurements.

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Table of Contents On January 1, 2011, the Corporation adopted ASU 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force.” This ASU amended the criteria for when to evaluate individual delivered items in a multiple deliverable arrangement and how to allocate consideration received. The adoption of this guidance did not have a material impact on the Corporation’s consolidated financial statements. Accounting Guidance Issued But Not Adopted as of December 31, 2013 In February 2013, the Financial Accounting Standards Board ("FASB") issued ASU 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date," which defines how entities measure obligations from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date and for which no guidance exists, except for obligations addressed within existing guidance in U.S. GAAP. The guidance also requires entities to disclose the nature and amount of the obligation as well as other information about those obligations. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Retrospective presentation for all comparative periods presented is required and early adoption is permitted. The Corporation is currently evaluating the impact of adopting this guidance. In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," which defines the treatment of the release of cumulative translation adjustments upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted and prior periods should not be adjusted. The Corporation does not expect the adoption of this guidance to have a material impact on the consolidated financial statements. In July 2013, the FASB issued ASU 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which defines the presentation requirements of an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted and retrospective application is permitted but not required. The new guidance will be implemented prospectively in the first quarter of 2014 and the impact is expected to be immaterial to the consolidated balance sheets of the Corporation. NOTE 3 - RESTRUCTURING On October 22, 2012, the Board of Directors of the Corporation approved a restructuring plan to improve the cost effectiveness of the Corporation's global operations. The restructuring plan affected approximately 100 positions and resulted in the shutdown of certain manufacturing facilities. These actions are expected to be completed primarily by December 31, 2014 . As a result of the restructuring activities, the Corporation recorded pretax restructuring charges of $71 million in the fourth quarter of 2012 consisting of costs associated with exit or disposal activities of $13 million , severance costs of $10 million and asset write-downs and write-offs of $48 million . The impact of these charges is shown as "Restructuring charges" in the consolidated statements of operations. Details on the components of the restructuring charges are discussed below:

Cost Associated with Exit or Disposal Activities The restructuring charges for costs associated with exit or disposal activities totaled $13 million in the fourth quarter of 2012 for contract cancellations fees. Severance The restructuring charges in the fourth quarter of 2012 included severance of $10 million for the separation of approximately 100 employees under the terms of the Corporation's ongoing benefit arrangements, primarily over the next two years. At December 31, 2013 , severance of $6 million had been paid and a liability of $4 million remained for 21 employees.

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Table of Contents

Impairment of Long-Lived Assets, Other Assets and Equity Method Investments The restructuring charges related to the write-down and write-off of assets in the fourth quarter of 2012 total $48 million . Details regarding the write-downs and write-offs are as follows:

The following table summarizes the activities related to the Corporation's restructuring reserve:

The reserve balance is included in the consolidated balance sheets as "Accrued and other current liabilities" and "Other noncurrent obligations."

The Corporation expects to incur additional costs in the future related to its restructuring activities, as UCC continually looks for ways to enhance the efficiency and cost effectiveness of its operations. Future costs are expected to include demolition costs related to closed facilities; these will be recognized as incurred. The Corporation also expects to incur additional employee-related costs, including involuntary termination benefits, related to its other optimization activities. These costs cannot be reasonably estimated at this time. In the first quarter of 2012, the Corporation recorded restructuring charges totaling $3 million related to a workforce reduction of approximately 20 employees. In the third quarter of 2012, all severance related to this restructuring charge was paid.

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• Certain oxygenated solvents manufacturing facilities in Texas City, Texas have been consolidated and/or shut down, resulting in an asset write-down of $36 million . The facilities were shut down in the fourth quarter of 2012.

• A performance monomer manufacturing facility in South Charleston, West Virginia was shut down, resulting in an asset write-down of $1 million and the write-off of other assets totaling $2 million . The assets were shut down in the fourth quarter of 2012.

• Due to a change in the Corporation's strategy regarding its ownership in Nippon Unicar Company Limited ("NUC"), a 50:50 joint venture, the Corporation had determined its equity investment in NUC to be other-than-temporarily impaired and recorded a $9 million write-down of its interest in NUC. UCC completed the sale of its 50 percent ownership interest in NUC on July 1, 2013.

Restructuring Activities

Costs Associated with Exit or

Disposal Activities

Severance Costs

Impairment of Long-Lived

Assets, Other Assets and Equity

Method Investments

In millions Total Restructuring charges recognized in the

fourth quarter of 2012 $ 13 $ 10 $ 48 $ 71 Charges against the reserve — — (48 ) (48 )

Reserve balance at December 31, 2012 $ 13 $ 10 $ — $ 23 Cash payments (2 ) (6 ) — (8 )

Reserve balance at December 31, 2013 $ 11 $ 4 $ — $ 15

Table of Contents NOTE 4 - DIVESTITURES Divestiture of Polypropylene Licensing and Catalysts Business On October 11, 2013, Dow entered into a definitive agreement to sell its global Polypropylene Licensing and Catalysts business to W.R. Grace & Co., which included the Corporation's polypropylene catalysts manufacturing facility in Norco, Louisiana as well as customer contracts, accounts receivable, licenses, intellectual property and inventory. On December 2, 2013, the sale was completed and proceeds allocated to the Corporation for the sale were $398 million , net of working capital adjustments and costs to sell, with proceeds subject to customary post-closing adjustments to be finalized in subsequent periods. The carrying amount of the assets divested on December 2, 2013, are noted below:

The Corporation recognized a pretax gain of $368 million on the sale, included in "Sundry income (expense) - net" in the consolidated statements of operations and an after-tax gain of $233 million . Divestiture of Polypropylene Business On July 27, 2011, Dow entered into a definitive agreement to sell Dow's global Polypropylene business to Braskem SA. The definitive agreement specified the assets included in the sale, which included the following assets of the Corporation: polypropylene manufacturing facility at Seadrift, Texas; railcars; inventory; business know-how; and certain product and process technology. On September 30, 2011, the sale was completed. The Corporation received $19 million for the sale of its assets, net of working capital adjustments and costs to sell, with proceeds subject to customary post-closing adjustments. The carrying amount of the assets divested on September 30, 2011, are noted below:

The Corporation recognized a pretax gain of $5 million on the sale in the third quarter of 2011. Post-closing adjustments of $1 million in the fourth quarter of 2011 reduced the pretax gain to $4 million , which is included in "Sundry income (expense) - net" in the consolidated statements of operations. NOTE 5 - INVENTORIES The following table provides a breakdown of inventories:

The reserves reducing inventories from a FIFO basis to a LIFO basis amounted to $132 million at December 31, 2013 and $150 million at December 31, 2012 . Inventories that were valued on a LIFO basis, principally U.S. chemicals and plastics product inventories, represented 70 percent of the total inventories at December 31, 2013 and 75 percent of the total inventories at December 31, 2012 .

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Assets Divested In millions December 2, 2013 Accounts receivable $ 4 Inventories 19 Net property 7 Total assets divested $ 30

Assets Divested In millions

September 30, 2011

Inventories $ 2 Net property 12 Total assets divested $ 14

Inventories at December 31 In millions 2013 2012 Finished goods $ 233 $ 263 Work in process 31 33 Raw materials 50 46 Supplies 90 78 Total inventories $ 404 $ 420

Table of Contents A reduction of certain inventories resulted in the liquidation of some of the Corporation's LIFO inventory layers which had an immaterial impact on pretax income in 2013, 2012 and 2011. NOTE 6 - PROPERTY

NOTE 7 - NONCONSOLIDATED AFFILIATES The Corporation's investments in companies accounted for by the equity method (“nonconsolidated affiliates”) were $6 million at December 31, 2013 and $106 million at December 31, 2012 . Dividends received from nonconsolidated affiliates were $62 million in 2013 , $72 million in 2012 and $73 million in 2011 . Undistributed earnings of nonconsolidated affiliates included in retained earnings were zero at December 31, 2013 and $21 million at December 31, 2012 .

All of the nonconsolidated affiliates in which the Corporation has investments are privately held companies; therefore, quoted market prices are not available. Principal Nonconsolidated Affiliates The Corporation's principal nonconsolidated affiliates and the Corporation's ownership interest for each at December 31, 2013 , 2012 and 2011 are shown below:

The Corporation's investment in the principal nonconsolidated affiliates was zero at December 31, 2013 and $97 million at December 31, 2012 , and its equity in earnings was $84 million in 2013 , $59 million in 2012 and $65 million in 2011 . The summarized financial information presented represents the combined accounts (at 100 percent) of the principal nonconsolidated affiliates. See Note 3 for details on the 2012 impairment charge related to Nippon Unicar Company, Limited. Divestiture On January 31, 2013, UCC entered into a definitive agreement to sell its 50 percent ownership interest in Nippon Unicar Company, Limited to TonenGeneral Sekiyu K. K. On July 1, 2013, the sale was completed for $13 million . As a result of this share sale, the Corporation reclassified a $20 million gain, primarily attributable to cumulative translation adjustments, from "Accumulated other comprehensive loss" into earnings in the third quarter of 2013 and is included in "Sundry income (expense) - net" in the consolidated statements of operations for the year ended December 31, 2013. Including this reclassification, the sale resulted in no pretax gain or loss.

Property at December 31 Estimated Useful

In millions Lives (Years) 2013 2012 Land — $ 51 $ 50 Land and waterway improvements 15-25 204 202 Buildings 5-50 412 412 Machinery and equipment 3-20 5,862 5,915 Utility and supply lines 5-20 157 153 Other property 3-30 291 285 Construction in progress — 102 194 Total property $ 7,079 $ 7,211

In millions 2013 2012 2011 Depreciation expense $ 204 $ 217 $ 236 Manufacturing maintenance and repair costs $ 304 $ 324 $ 280 Capitalized interest $ 5 $ 8 $ 6

Principal Nonconsolidated Affiliates at December 31 Ownership Interest

2013 2012 2011

Nippon Unicar Company, Limited —% 50% 50%

Univation Technologies, LLC —% 50% 50%

Table of Contents Stock Dividend On September 26, 2013, UCC declared a stock dividend to Dow of its 100 percent ownership interest in Union Carbide Subsidiary C, Inc., which included UCC's full ownership interest in Univation Technologies, LLC. This stock dividend was effective on September 29, 2013 and totaled $70 million .

NOTE 8 - INVESTMENTS IN RELATED COMPANIES The Corporation's ownership interests in related companies at December 31, 2013 and 2012 were as follows:

In the fourth quarter of 2013, the Corporation recorded an impairment charge of $25 million for the full value of the cost method investment in Dow Quimica Argentina S.A. The related company investment, classified as a Level 3 measurement, was valued using unobservable inputs. The impairment charge was triggered by ongoing losses in the entity and is included in "Sundry income (expense) - net" in the consolidated statements of operations.

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Summarized Balance Sheet Information at December 31 In millions 2013 2012 Current assets $ — $ 311 Noncurrent assets — 165 Total assets $ — $ 476 Current liabilities $ — $ 164 Noncurrent liabilities — 86 Total liabilities $ — $ 250

Summarized Income Statement Information In millions 2013 (1) 2012 2011 Sales $ 452 $ 773 $ 715 Gross profit $ 208 $ 209 $ 244 Net income $ 142 $ 112 $ 145 (1) Income statement information for Nippon Unicar Company, Limited is for the six month period ended June 30, 2013 and income statement information

for Univation Technologies, LLC is for the nine month period ended September 30, 2013.

Investments in Related Companies at December 31 Ownership Interests Investment Balance In millions (except percentages) 2013 2012 2013 2012 Dow International Holdings Company 19 % 19 % $ 807 $ 807 Dow Quimica Argentina S.A. 23 % 23 % — 17 GWN Holding, Inc. 6 % 6 % 10 10 Dow Quimica Mexicana S.A. de C.V. 15 % 15 % 5 5 Other —% —% 1 1 Total Investments in Related Companies $ 823 $ 840

Table of Contents NOTE 9 - INTANGIBLE ASSETS

The following table provides information regarding the Corporation's intangible assets:

The following table provides information regarding amortization expense:

Total estimated amortization expense for the next five fiscal years is as follows:

NOTE 10 - FINANCIAL INSTRUMENTS Investments The Corporation's investments in marketable securities are classified as available-for-sale.

Portfolio managers regularly review all of the Corporation's holdings to determine if any investments are other-than-temporarily impaired. The analysis includes reviewing the amount of the impairment, as well as the length of time it has been impaired. In addition, specific guidelines for each instrument type are followed to determine if an other-than-temporary impairment has occurred. At December 31, 2013 and December 31, 2012 , there were no impairment indicators or circumstances that would result in a material adjustment of these investments.

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Intangible Assets at December 31 2013 2012

In millions

Gross Carrying

Amount Accumulated Amortization Net

Gross Carrying

Amount Accumulated Amortization Net

Intangible assets with finite lives:

Licenses and intellectual property $ 33 $ (33 ) $ — $ 33 $ (33 ) $ — Software 49 (39 ) 10 46 (39 ) 7

Total intangible assets $ 82 $ (72 ) $ 10 $ 79 $ (72 ) $ 7

Amortization Expense In millions 2013 2012 2011 Software, included in “Cost of sales” $ 2 $ 2 $ 3

Estimated Amortization Expense for Next Five Years In millions

2014 $ 2 2015 $ 2 2016 $ 2 2017 $ 1 2018 $ 1

Investing Results

In millions 2013 2012 2011 Proceeds from sales of available-for-sale securities $ — $ — $ 9

Table of Contents The Corporation's investments in debt securities, shown below, had contractual maturities of less than 10 years at December 31, 2013 .

Cost approximates fair value for all other financial instruments.

NOTE 11 - FAIR VALUE MEASUREMENTS Fair Value Measurements on a Recurring Basis The following table summarizes the basis used to measure certain assets and liabilities at fair value on a recurring basis:

For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks.

Assets that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets in active markets, adjusted for any terms specific to that asset. For all other assets for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models. There were no transfers between Levels 1 and 2 during the years ended December 31, 2013 and 2012 .

Fair Value Measurements on a Nonrecurring Basis The following table summarizes the basis used to measure certain assets and liabilities at fair value on a nonrecurring basis in the consolidated balance sheets in 2012:

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Fair Value of Financial Instruments:

At December 31, 2013 At December 31, 2012

In millions Cost Gain Loss Fair Value Cost Gain Loss Fair Value Marketable securities (1):

Debt securities $ 5 $ — $ — $ 5 $ 5 $ — $ — $ 5 Total marketable securities $ 5 $ — $ — $ 5 $ 5 $ — $ — $ 5 Long-term debt $ (471 ) $ — $ (85 ) $ (556 ) $ (471 ) $ — $ (116 ) $ (587 )

(1) Included in “Other investments” in the consolidated balance sheets.

Basis of Fair Value Measurements on a Recurring Basis at December 31

Significant Other Observable Inputs

(Level 2)

Significant Other Observable Inputs

(Level 2) In millions 2013 2012 Assets at fair value:

Debt securities (1) $ 5 $ 5 Liabilities at fair value:

Long-term debt (2) $ 556 $ 587 (1) Included in “Other investments” in the consolidated balance sheets. (2) See Note 10 for information on fair value measurements of long-term debt.

Basis of Fair Value Measurements on a Nonrecurring Basis in 2012

Significant Other Unobservable

Inputs Total Losses In millions (Level 3) 2012 Assets at fair value:

Long-lived assets, other assets and equity method investments $ 42 $ (179 )

Table of Contents 2012 Fair Value Measurements on a Nonrecurring Basis As part of the restructuring plan that was approved on October 22, 2012, the Corporation shut down a number of manufacturing facilities during the fourth quarter of 2012. The manufacturing assets and facilities associated with this plan were written down to zero in the fourth quarter of 2012. In addition, an equity investment was impaired. The equity investment, classified as Level 3 measurements, was valued at $33 million using unobservable inputs, including assumptions a market participant would use to measure the fair value of the group of assets. These impairment charges, totaling $48 million , were included in "Restructuring charges" in the consolidated statements of operations. See Note 3 for additional information. Also included within the losses is a charge of $131 million related to an impairment of an investment in related companies. The investment in related companies, classified as Level 3 measurements, was valued at $9 million using unobservable inputs, including assumptions a market participant would use to measure the fair value of the group of assets. See Note 17 for additional information.

NOTE 12 - SUPPLEMENTARY INFORMATION

Accrued and Other Current Liabilities "Accrued and other current liabilities" were $182 million at December 31, 2013 and $146 million at December 31, 2012 . The current portion of the Corporation's accrued obligations for environmental matters, which is a component of "Accrued and other current liabilities," was $58 million at December 31, 2013 and $48 million at December 31, 2012 (see Note 13 for additional information). No other component of accrued and other current liabilities was more than 5 percent of total current liabilities.

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Sundry Income (Expense) - Net

In millions 2013 2012 2011 Dow administrative and overhead fees (1) $ (25 ) $ (32 ) $ (48 )

Net commission expense - related company (1) (17 ) (35 ) (34 )

Dividend income - related companies (1) 16 25 7 Net gain on sale of Dow's Polypropylene Licensing and Catalysts business (2) 368 — — Impairment of investment in related company (1) (25 ) (131 ) — Foreign exchange loss (2 ) — (1 )

Net gain on sales of property — 5 4 Loss on early extinguishment of debt — — (6 )

Other - net (7 ) (14 ) (18 )

Total Sundry income (expense) - net $ 308 $ (182 ) $ (96 ) (1) See Note 17 for additional information. (2) See Note 4 for additional information.

Supplementary Cash Flow Information

In millions 2013 2012 2011 Cash payments for interest $ 37 $ 37 $ 41 Cash payments (refunds) for income taxes $ 292 $ (94 ) $ 316

Table of Contents NOTE 13 - COMMITMENTS AND CONTINGENT LIABILITIES Environmental Matters Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. At December 31, 2013 , the Corporation had accrued obligations of $126 million for probable environmental remediation and restoration costs, including $23 million for the remediation of Superfund sites. This is management's best estimate of the costs for remediation and restoration with respect to environmental matters for which the Corporation has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two and a half times that amount. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Corporation's results of operations, financial condition and cash flows. It is the opinion of the Corporation's management, however, that the possibility is remote that costs in excess of the range disclosed will have a material impact on the Corporation's results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration. At December 31, 2012 , the Corporation had accrued obligations of $95 million for probable environmental remediation and restoration costs, including $21 million for the remediation of Superfund sites. The following table summarizes the activity in the Corporation's accrued obligations for environmental matters for the years ended December 31, 2013 and 2012 :

The amounts charged to income on a pretax basis related to environmental remediation totaled $80 million in 2013 , $31 million in 2012 and $41 million in 2011 . Capital expenditures for environmental protection were $2 million in 2013 , $7 million in 2012 and $4 million in 2011 . Litigation The Corporation is involved in a number of legal proceedings and claims with both private and governmental parties. These cover a wide range of matters, including, but not limited to: product liability; trade regulation; governmental regulatory proceedings; health, safety and environmental matters; employment; patents; contracts; taxes; and commercial disputes.

Asbestos-Related Matters Separately, the Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. These suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that UCC sold in the past, alleged exposure to asbestos-containing products located on UCC's premises, and UCC's responsibility for asbestos suits filed against a former UCC subsidiary, Amchem Products, Inc. (“Amchem”). In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to the Corporation's products.

The Corporation expects more asbestos-related suits to be filed against UCC and Amchem in the future, and will aggressively defend or reasonably resolve, as appropriate, both pending and future claims. Estimating the Liability Based on a study completed by Analysis, Research & Planning Corporation (“ARPC”) in January 2003, the Corporation increased its December 31, 2002 asbestos-related liability for pending and future claims for the 15-year period ending in 2017 to $2.2 billion , excluding future defense and processing costs. Since then, the Corporation has compared current asbestos claim and resolution activity to the results of the most recent ARPC study at each balance sheet date to determine whether the accrual continues to be appropriate. In addition, the Corporation has requested ARPC to review the Corporation's historical asbestos claim and resolution activity each year since 2004 to determine the appropriateness of updating the most recent ARPC study.

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Accrued Liability for Environmental Matters

In millions 2013 2012 Balance at January 1 $ 95 $ 101 Additional accruals 80 31 Charges against reserve (49 ) (37 )

Balance at December 31 $ 126 $ 95

Table of Contents In November 2011, the Corporation requested ARPC to review its historical asbestos claim and resolution activity and determine the appropriateness of updating its December 2010 study. In response to that request, ARPC reviewed and analyzed data through October 31, 2011. In January 2012, ARPC stated that an update of its study would not provide a more likely estimate of future events than the estimate reflected in its December 2010 study and, therefore, the estimate in that study remained applicable. Based on the Corporation's own review of the asbestos claim and resolution activity and ARPC's response, the Corporation determined that no change to the accrual was required. At December 31, 2011, the Corporation's asbestos-related liability for pending and future claims was $668 million .

In October 2012, the Corporation requested ARPC to review its historical asbestos claim and resolution activity and determine the appropriateness of updating its December 2010 study. In response to that request, ARPC reviewed and analyzed data through September 30, 2012. In December, 2012, based upon ARPC's December 2012 study and the Corporation's own review of the asbestos claim and resolution activity for 2012, it was determined that no adjustment to the accrual was required at December 31, 2012. The Corporation's asbestos-related liability for pending and future claims was $602 million at December 31, 2012.

In October 2013, the Corporation requested ARPC to review its historical asbestos claim and resolution activity and determine the appropriateness of updating its December 2012 study. In response to that request, ARPC reviewed and analyzed data through September 30, 2013. In December, 2013, ARPC stated that an update of its study would not provide a more likely estimate of future events than the estimate reflected in its December 2012 study and, therefore, the estimate in that study remained applicable. Based on the Corporation's own review of the asbestos claim and resolution activity and ARPC's response, the Corporation determined that no change to the accrual was required. The Corporation's asbestos-related liability for pending and future claims was $501 million at December 31, 2013.

At December 31, 2013, approximately 19 percent of the recorded liability related to pending claims and approximately 81 percent related to future claims. At December 31, 2012, approximately 18 percent of the recorded liability related to pending claims and approximately 82 percent related to future claims. Insurance Receivables At December 31, 2002, the Corporation increased the receivable for insurance recoveries related to its asbestos liability to $1.35 billion , substantially exhausting its asbestos product liability coverage. The insurance receivable related to the asbestos liability was determined by the Corporation after a thorough review of applicable insurance policies and the 1985 Wellington Agreement, to which the Corporation and many of its liability insurers are signatory parties, as well as other insurance settlements, with due consideration given to applicable deductibles, retentions and policy limits, and taking into account the solvency and historical payment experience of various insurance carriers. The Wellington Agreement and other agreements with insurers are designed to facilitate an orderly resolution and collection of the Corporation's insurance policies and to resolve issues that the insurance carriers may raise.

In September 2003, the Corporation filed a comprehensive insurance coverage case, now proceeding in the Supreme Court of the State of New York, County of New York, seeking to confirm its rights to insurance for various asbestos claims and to facilitate an orderly and timely collection of insurance proceeds (the “Insurance Litigation”). The Insurance Litigation was filed against insurers that were not signatories to the Wellington Agreement and/or did not otherwise have agreements in place with the Corporation regarding their asbestos-related insurance coverage, in order to facilitate an orderly resolution and collection of such insurance policies and to resolve issues that the insurance carriers may raise. Since the filing of the case, the Corporation has reached settlements with several of the carriers involved in the Insurance Litigation and continues to pursue settlements with the remaining carriers.

The Corporation's receivable for insurance recoveries related to its asbestos liability was $25 million at December 31, 2013 and $25 million at December 31, 2012 . At December 31, 2013 and 2012 , all of the receivable for insurance recoveries was related to insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place regarding their asbestos-related insurance coverage.

In addition to the receivable for insurance recoveries related to its asbestos liability, the Corporation had receivables for defense and resolution costs submitted to insurance carriers that have settlement agreements in place regarding their asbestos-related insurance coverage.

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Table of Contents The following table summarizes the Corporation's receivables related to its asbestos-related liability:

The decrease in 2013 in the receivables for asbestos-related costs was principally due to the resolution of receivables related to two insolvent insurance carriers.

The Corporation expenses defense costs as incurred. The pretax impact for defense and resolution costs, net of insurance, was $107 million in 2013 , $100 million in 2012 and $88 million in 2011 , and was reflected in “Cost of sales” in the consolidated statements of operations.

After a review of its insurance policies, with due consideration given to applicable deductibles, retentions and policy limits, and after taking into account the solvency and historical payment experience of various insurance carriers; existing insurance settlements; and the advice of outside counsel with respect to the applicable insurance coverage law relating to the terms and conditions of its insurance policies, the Corporation continues to believe that its recorded receivable for insurance recoveries from all insurance carriers is probable of collection. Summary The amounts recorded by the Corporation for the asbestos-related liability and related insurance receivable described above were based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year, the average cost of disposing of each such claim, coverage issues among insurers, and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual costs and insurance recoveries for the Corporation to be higher or lower than those projected or those recorded.

Because of the uncertainties described above, the Corporation's management cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing UCC and Amchem. The Corporation's management believes that it is reasonably possible that the cost of disposing of the Corporation's asbestos-related claims, including future defense costs, could have a material impact on the Corporation's results of operations and cash flows for a particular period and on the consolidated financial position of the Corporation.

While it is not possible at this time to determine with certainty the ultimate outcome of any of the legal proceedings and claims referred to in this filing, management believes that adequate provisions have been made for probable losses with respect to pending claims and proceedings, and that, except for the asbestos-related matters described above, the ultimate outcome of all known and future claims, after provisions for insurance, will not have a material adverse impact on the results of operations, cash flows and financial position of the Corporation. Should any losses be sustained in connection with any of such legal proceedings and claims in excess of provisions provided and available insurance, they will be charged to income when determinable.

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Receivables for Asbestos-Related Costs at December 31 In millions 2013 2012 Receivables for defense and resolution costs - carriers with settlement agreements $ 66 $ 154 Receivables for insurance recoveries - carriers without settlement agreements 25 25 Total $ 91 $ 179

Table of Contents Purchase Commitments At December 31, 2013 , the Corporation had various outstanding commitments for take-or-pay agreements, with remaining terms extending from two to fourteen years. Such commitments were not in excess of current market prices. The fixed and determinable portion of obligations under purchase commitments at December 31, 2013 is presented in the following table:

Asset Retirement Obligations The Corporation has recognized asset retirement obligations related to capping activities at landfill sites in the United States. The aggregate carrying amount of these asset retirement obligations was $4 million at December 31, 2013 and $4 million at December 31, 2012 . The Corporation also has recognized conditional asset retirement obligations related to asbestos encapsulation as a result of planned demolition and remediation activities at manufacturing and administrative sites in the United States. The aggregate carrying amount of conditional asset retirement obligations was $8 million at December 31, 2013 and $7 million at December 31, 2012 . The discount rate used to calculate the Corporation's asset retirement obligations and conditional asset retirement obligations was 0.88 percent at December 31, 2013 and 0.87 percent at December 31, 2012 . These obligations are included in the consolidated balance sheets as “Accrued and other current liabilities” and "Other noncurrent obligations."

The Corporation has not recognized conditional asset retirement obligations for which a fair value cannot be reasonably estimated in its consolidated financial statements. It is the opinion of management that the possibility is remote that such conditional asset retirement obligations, when estimable, will have a material impact on the Corporation's consolidated financial statements based on current costs.

NOTE 14 - NOTES PAYABLE AND LONG-TERM DEBT

The Corporation does not have any maturities related to long-term debt during the next five years. In the first quarter of 2012, the Corporation redeemed $37 million aggregate principal amount of pollution control/industrial revenue bonds that matured on January 1, 2012.

Fixed and Determinable Portion of Take-or-Pay Obligations at December 31, 2013 In millions

2014 $ 29 2015 29 2016 27 2017 27 2018 24 2019 and beyond 90 Total $ 226

Notes Payable at December 31 In millions 2013 2012 Notes payable - related companies $ 34 $ 40 Year-end average interest rates 0.92 % 0.86 %

Long-Term Debt at December 31

2013 2012

Average Average

In millions Rate 2013 Rate 2012 Promissory notes and debentures:

Debentures due 2023 7.875 % $ 175 7.875 % $ 175 Debentures due 2025 6.79 % 12 6.79 % 12 Debentures due 2025 7.50 % 150 7.50 % 150 Debentures due 2096 7.75 % 135 7.75 % 135

Unamortized debt discount — (1 ) — (1 )

Total long-term debt $ 471 $ 471

Table of Contents On March 22, 2011, the Corporation concluded a cash tender offer for $65 million aggregate principal amount of certain notes issued by the Corporation. As a result of the tender offer, the Corporation redeemed $65 million of the notes and recognized a $6 million pretax loss on early extinguishment of debt, included in “Sundry income (expense) – net” in the consolidated statements of operations.

Debt Covenants and Default Provisions The Corporation's outstanding public debt has been issued under indentures which contain, among other provisions, covenants that the Corporation must comply with while the underlying notes are outstanding. Such covenants are typically based on the Corporation's size and financial position and include, subject to the exceptions and qualifications contained in the indentures, obligations not to (i) allow liens on principal U.S. manufacturing facilities, (ii) enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, or (iii) merge into or consolidate with any other entity or sell or convey all or substantially all of its assets. Failure of the Corporation to comply with any of these covenants could, after the passage of any applicable grace period, result in a default under the applicable indenture which would allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the subject notes.

NOTE 15 - PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS Pension Plans The Corporation has a defined benefit pension plan that covers substantially all employees in the United States. Benefits are based on length of service and the employee's three highest consecutive years of compensation. Employees hired on or after January 1, 2008 earn benefits that are based on a set percentage of annual pay, plus interest. The Corporation also has a non-qualified supplemental pension plan.

The Corporation's funding policy is to contribute to the plan when pension laws or economics either require or encourage funding. In 2013 , UCC contributed $158 million to its pension plans including contributions to fund benefits payments for its non-qualified supplemental plan. UCC does not expect to make cash contributions to its pension plans in 2014.

The weighted-average assumptions used to determine pension plan obligations and net periodic benefit costs are provided below:

The Corporation determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics. The expected long-term rate of return for each asset class is then weighted based on the strategic asset allocation approved by the governing body for each plan. The Corporation's historical experience with the pension fund asset performance is also considered. The discount rates utilized to measure the pension and other postretirement obligations of the U.S. qualified plans are based on the yield on high-quality fixed income investments at the measurement date. Future expected actuarially determined cash flows of the plans are matched against the Towers Watson RATE:Link yield curve (based on 60 th and 90 th percentile bond yields) to arrive at a single discount rate by plan.

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Pension Plan Assumptions Benefit Obligations at December 31

Net Periodic Costs for the Year

2013 2012 2011 2013 2012 2011 Discount rate 4.75 % 3.85 % 4.85 % 3.85 % 4.85 % 5.35 %

Rate of increase in future compensation levels 4.50 % 4.50 % 4.50 % 4.50 % 4.50 % 4.50 %

Long-term rate of return on assets — — — 6.90 % 6.90 % 7.40 %

Table of Contents The accumulated benefit obligation for all defined benefit pension plans was $4.0 billion at December 31, 2013 and $4.4 billion at December 31, 2012 .

Other Postretirement Benefits The Corporation provides certain health care and life insurance benefits to retired U.S. employees. The plan provides health care benefits, including hospital, physicians' services, drug and major medical expense coverage, and life insurance benefits. The Corporation and the retiree share the cost of these benefits, with the Corporation portion increasing as the retiree has increased years of credited service, although there is a cap on the Corporation portion. The Corporation has the ability to change these benefits at any time. Employees hired after January 1, 2008 are not covered under this plan. During the fourth quarter of 2013, the Corporation started implementing an Employer Group Waiver Plan (“EGWP”) for its Medicare-eligible, retiree medical plan participants, which became effective on January 1, 2014. As a result, the Medicare Part D Retiree Drug Subsidy program (“RDS”) was eliminated on January 1, 2014. The EGWP does not significantly alter the benefits provided to retiree medical plan participants. The federal subsidies to be earned under the EGWP are expected to exceed those earned under the RDS and will be partially offset by increased costs related to the administration of the EGWP. The formation of the EGWP and the resulting change in assumption generated an actuarial gain of $55 million at December 31, 2013, included in "Accumulated other comprehensive loss" in the consolidated balance sheets. The Corporation also recognized a reduction in the postretirement benefit obligation of $55 million at December 31, 2013. The Corporation estimates net periodic benefit costs will decrease by approximately $10 million in 2014 due to the EGWP.

The Corporation funds most of the cost of these health care and life insurance benefits as incurred. In 2013 , UCC did not make any contributions to its other postretirement benefit plan trust. Likewise, UCC does not expect to contribute assets to its other postretirement benefit plan trust in 2014.

The weighted-average assumptions used to determine other postretirement benefit obligations and net periodic benefit costs for the plan are provided in the following table:

Increasing the assumed medical cost trend rate by one percentage point in each year would decrease the accumulated postretirement benefit obligation at December 31, 2013 by $4 million and the net periodic postretirement benefit cost for the year by an immaterial amount. Decreasing the assumed medical cost trend rate by one percentage point in each year would increase the accumulated postretirement benefit obligation at December 31, 2013 by $4 million and the net periodic postretirement benefit cost for the year by an immaterial amount.

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Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets at December 31

In millions 2013 2012 Projected benefit obligation $ 3,995 $ 4,433 Accumulated benefit obligation $ 3,963 $ 4,383 Fair value of plan assets $ 3,586 $ 3,548

Plan Assumptions for Other Postretirement Benefits

Benefit Obligations at December 31

Net Periodic Costs for the Year

2013 2012 2011 2013 2012 2011 Discount rate 4.40 % 3.65 % 4.60 % 3.65 % 4.60 % 5.10 %

Initial health care cost trend rate 7.46 % 7.85 % 8.30 % 7.85 % 8.30 % 8.72 %

Ultimate health care cost trend rate 5.00 % 5.00 % 5.00 % 5.00 % 5.00 % 5.00 %

Year ultimate trend rate to be reached 2020 2019 2019 2020 2019 2019

Table of Contents

Net Periodic Benefit Cost for all Plans

Defined Benefit Pension Plans Other Postretirement Benefits

In millions 2013 2012 2011 2013 2012 2011 Service cost $ 31 $ 28 $ 25 $ 2 $ 2 $ 2 Interest cost 165 189 200 14 17 19 Expected return on plan assets (232 ) (235 ) (255 ) — — — Amortization of prior service cost (credit) 7 7 7 (1 ) (2 ) (2 )

Amortization of net loss 88 60 85 — — — Net periodic benefit cost $ 59 $ 49 $ 62 $ 15 $ 17 $ 19

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss) for all Plans


In millions 2013 2012 2011 2013 2012 2011 Net (gain) loss $ (283 ) $ 375 $ 254 $ (102 ) $ 16 $ (4 )

Amortization of prior service (cost) credit (7 ) (7 ) (7 ) 1 2 2 Amortization of net loss (88 ) (60 ) (85 ) — — — Total recognized in other comprehensive (income) loss $ (378 ) $ 308 $ 162 $ (101 ) $ 18 $ (2 )

Total recognized in net periodic benefit cost and other comprehensive (income) loss $ (319 ) $ 357 $ 224 $ (86 ) $ 35 $ 17

Change in Projected Benefit Obligations, Plan Assets and Funded Status for all Plans


In millions 2013 2012 2013 2012 Change in projected benefit obligation:

Benefit obligation at beginning of year $ 4,433 $ 4,037 $ 414 $ 412 Service cost 31 28 2 2 Interest cost 165 189 14 17 Actuarial changes in assumptions and experience (342 ) 472 (102 ) 16 Benefits paid (285 ) (286 ) (26 ) (33 )

Other (7 ) (7 ) — — Benefit obligation at end of year $ 3,995 $ 4,433 $ 302 $ 414

Change in plan assets:

Fair value of plan assets at beginning of year $ 3,548 $ 3,351 $ — $ — Actual return on plan assets 174 331 — — Employer contributions 158 158 — — Asset transfer (9 ) (6 ) — — Benefits paid (285 ) (286 ) — — Fair value of plan assets at end of year $ 3,586 $ 3,548 $ — $ —

Funded status at end of year $ (409 ) $ (885 ) $ (302 ) $ (414 )

Net amounts recognized in the consolidated balance sheets at December 31:

Current liabilities $ (1 ) $ (1 ) $ (33 ) $ (36 )

Noncurrent liabilities (408 ) (884 ) (269 ) (378 )

Net amounts recognized in the consolidated balance sheets $ (409 ) $ (885 ) $ (302 ) $ (414 )

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Pretax amounts recognized in AOCI at December 31: Net loss (gain) $ 1,570 $ 1,941 $ (107 ) $ (5 )

Prior service cost (credit) 26 33 (1 ) (2 )

Pretax balance in AOCI at end of year $ 1,596 $ 1,974 $ (108 ) $ (7 )

Table of Contents In 2014, an estimated net loss of $66 million and prior service cost of $6 million for the defined benefit pension plans will be amortized from AOCI to net periodic benefit cost. In 2014, an estimated net gain of $10 million for the other postretirement benefit plan will be amortized from AOCI to net periodic benefit cost. Estimated Future Benefit Payments The estimated future benefit payments, reflecting expected future service, as appropriate, are presented in the following table:

Plan Assets Plan assets consist mainly of equity and fixed income securities of U.S. and foreign issuers, and include alternative investments such as real estate, private equity and other absolute return strategies. At December 31, 2013 , plan assets totaled $3.6 billion and $3.5 billion at December 31, 2012 which included no Dow common stock. Investment Strategy and Risk Management for Plan Assets The Corporation's investment strategy for the plan assets is to manage the assets in order to pay retirement benefits to plan participants over the life of the plans. This is accomplished by identifying and managing the exposure to various markets risks, diversifying investments across various asset classes and earning an acceptable long-term rate of return consistent with an acceptable amount of risk, while considering the liquidity needs of the plan.

The plan is permitted to use derivative instruments for investment purposes, as well as for hedging the underlying asset and liability exposures and rebalancing the asset allocation. The plan uses value at risk, stress testing, scenario analysis and Monte Carlo simulation to monitor and manage both asset risk in the portfolios and surplus risk.

Equity securities primarily include investments in large- and small-cap companies located in both developed and emerging markets around the world. Fixed income securities are primarily U.S. dollar based and include investment grade corporate bonds of companies diversified across industries and U.S. treasuries. Alternative investments primarily include investments in real estate, private equity limited partnerships and absolute return strategies. Other significant investment types include various insurance contracts; and interest rate, equity and foreign exchange derivative investments and hedges.

Concentration of Risk The Corporation mitigates the credit risk of investments by establishing guidelines with the investment managers that limit investment in any single issue or issuer to an amount that is not material to the portfolio being managed. These guidelines are monitored for compliance both by the Corporation and the external managers. Credit risk for hedging activity is mitigated by utilizing multiple counterparties and through collateral support agreements.

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Estimated Future Benefit Payments at December 31, 2013

In millions Defined Benefit Pension Plans

Other Postretirement Benefits

2014 $ 281 $ 33 2015 276 32 2016 276 29 2017 274 26 2018 274 25 2019 through 2023 1,334 106 Total $ 2,715 $ 251

Strategic Target Allocation of Plan Assets Asset Category Target Allocation Equity securities 25 %

Fixed income securities 45 %

Alternative investments 25 %

Other 5 %

Total 100 %

Table of Contents The Northern Trust Collective Government Short Term Investment money market fund is utilized as the sweep vehicle for the pension plan, which from time to time can represent a significant investment. Approximately half of the liability of the pension plan is covered by a participating group annuity issued by Prudential Insurance Company. The following tables summarize the bases used to measure the Corporation's pension plan assets at fair value for the years ended December 31, 2013 and 2012 :

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Basis of Fair Value Measurements at December 31, 2013 In millions

Quoted Prices in Active Markets for

Identical Items (Level 1)

Significant Other

Observable Inputs

(Level 2)

Significant Unobservable

Inputs (Level 3) Total

Cash and cash equivalents $ 3 $ 304 $ — $ 307 Equity securities:

U.S. equity $ 388 $ 143 $ — $ 531 Non-U.S. equity - developed countries 181 85 — 266 Emerging markets 119 67 2 188

Total equity securities $ 688 $ 295 $ 2 $ 985 Fixed income securities:

U.S. government and municipalities $ — $ 606 $ — $ 606 U.S. agency mortgage backed securities — 63 — 63 Corporates - investment grade — 635 — 635 Non-U.S. governments - developed countries — 2 — 2 Non-U.S. corporates - developed countries — 159 — 159 Emerging markets debt — 22 — 22 Other asset-backed securities — 9 2 11 Other fixed income funds — — 12 12 High yield bonds — 3 — 3 Fixed income derivatives — (3 ) — (3 )

Total fixed income securities $ — $ 1,496 $ 14 $ 1,510 Alternative investments:

Real estate $ — $ — $ 292 $ 292 Private equity — — 228 228 Absolute return — 127 103 230

Total alternative investments $ — $ 127 $ 623 $ 750 Total other securities $ — $ 12 $ 22 $ 34 Total pension plan assets at fair value $ 691 $ 2,234 $ 661 $ 3,586

Table of Contents

For assets classified as Level 1 measurements (measured using quoted prices in active markets), the total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

For assets classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs such as foreign exchange rates, commodity prices, swap rates, interest rates, and implied volatilities obtained from various market sources.

Some plan assets are held in funds where a net asset value is calculated based on the fair value of the underlying assets and the number of shares owned. The classification of the fund (Level 2 or 3 measurements) is determined based on the lowest level classification of significant holdings within the fund. For all other assets for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models.

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Basis of Fair Value Measurements at December 31, 2012 In millions

Quoted Prices in Active Markets for

Identical Items (Level 1)

Significant Other

Observable Inputs

(Level 2)

Significant Unobservable

Inputs (Level 3) Total

Cash and cash equivalents $ 5 $ 371 $ — $ 376 Equity securities:

U.S. equity $ 211 $ 42 $ — $ 253 Non-U.S. equity - developed countries 208 71 — 279 Emerging markets 133 137 3 273 Convertible Bonds — 2 — 2 Equity derivatives — 1 — 1

Total equity securities $ 552 $ 253 $ 3 $ 808 Fixed income securities:

U.S. government and municipalities $ — $ 733 $ — $ 733 U.S. agency mortgage backed securities — 115 — 115 Corporates - investment grade — 685 — 685 Non-U.S. governments - developed countries — 3 — 3 Non-U.S. corporates - developed countries — 104 — 104 Emerging markets debt — 10 — 10 Other asset-backed securities — 6 — 6 Other fixed income funds — — 17 17 High yield bonds — 2 — 2

Total fixed income securities $ — $ 1,658 $ 17 $ 1,675 Alternative investments:

Real estate $ — $ — $ 248 $ 248 Private equity — — 230 230 Absolute return — 115 74 189

Total alternative investments $ — $ 115 $ 552 $ 667 Other securities:

Insurance contracts $ — $ — $ 22 $ 22 Total other securities $ — $ — $ 22 $ 22 Total pension plan assets at fair value $ 557 $ 2,397 $ 594 $ 3,548

Table of Contents For assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment. Investment managers or fund managers provide valuations of the investment on a monthly or quarterly basis. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Adjustments to valuations are made where appropriate. Where available, audited financial statements are obtained and reviewed for the investments as support for the manager's investment valuation. The following table summarizes the changes in fair value of Level 3 pension plan assets for the years ended December 31, 2013 and 2012 :

NOTE 16 - LEASED PROPERTY The Corporation has leases primarily for facilities and distribution equipment. The future minimum rental payments under leases with remaining noncancelable terms in excess of one year are as follows:

Rental expenses under leases were $31 million in 2013 , $35 million in 2012 and $31 million in 2011 . NOTE 17 - RELATED PARTY TRANSACTIONS The Corporation sells its products to Dow to simplify the customer interface process. Products are sold to and purchased from Dow at market-based prices in accordance with the terms of Dow’s intercompany pricing policies. Beginning in 2013, after each quarter, the Corporation and Dow analyze the pricing used for the sales in that quarter and reach agreement on any necessary adjustments, at which point the prices are final. The Corporation also procures certain commodities and raw materials through a Dow subsidiary and pays a commission to that Dow subsidiary based on the volume and type of commodities and raw materials purchased. The commission expense is included in “Sundry income (expense) - net” in the consolidated statements of operations. Purchases from that Dow subsidiary were approximately $2.9 billion in 2013 , $3.1 billion in 2012 and $3.5 billion in 2011 .

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Fair Value Measurement of Level 3 Pension Plan Assets In millions

Equity Securities

Fixed Income

Securities Alternative

Investments Other

Investments Total Balance at January 1, 2012 $ 2 $ 11 $ 484 $ 22 $ 519 Actual return on plan assets:

Relating to assets held at Dec. 31, 2012 (1 ) — 53 — 52 Relating to assets sold during 2012 (1 ) — (7 ) — (8 )

Purchases, sales and settlements 3 6 (7 ) — 2 Transfers into Level 3, net — — 29 — 29

Balance at December 31, 2012 $ 3 $ 17 $ 552 $ 22 $ 594 Actual return on plan assets:

Relating to assets held at Dec. 31, 2013 (2 ) — 22 — 20 Relating to assets sold during 2013 — — 40 — 40 Purchases, sales and settlements 1 (3 ) 9 — 7

Balance at December 31, 2013 $ 2 $ 14 $ 623 $ 22 $ 661

Minimum Lease Commitments at December 31, 2013 In millions

2014 $ 7 2015 6 2016 4 2017 3 2018 3 2019 and thereafter 21 Total $ 44

Table of Contents The Corporation has a master services agreement with Dow whereby Dow provides services including, but not limited to, accounting, legal, treasury (investments, cash management, risk management, insurance), procurement, human resources, environmental, health and safety, and business management for UCC. Under the master services agreement with Dow, general administrative and overhead type services that Dow routinely allocates to various businesses are charged to UCC. The master services agreement cost allocation basis is headcount and includes a 10 percent service fee. This agreement resulted in expense of approximately $25 million in 2013 , $32 million in 2012 and $48 million in 2011 for general administrative and overhead type services and the 10 percent service fee, included in “Sundry income (expense) - net” in the consolidated statements of operations. The decrease in general administrative and overhead type services including the service fee was due to a simplification of the cost structure as well as cost reduction initiatives by Dow. The remaining activity-based costs were approximately $46 million in 2013 , $51 million in 2012 and $35 million in 2011 and were included in “Cost of sales” in the consolidated statements of operations. The increase in activity-based costs compared with 2011 was due to turnaround costs in both 2012 and 2013. Management believes the method used for determining expenses charged by Dow is reasonable. Dow provides these services by leveraging its centralized functional service centers to provide services at a cost that management believes provides an advantage to the Corporation. The monitoring and execution of risk management policies related to interest rate and foreign currency risks, which are based on Dow’s risk management philosophy, are provided as a service to UCC.

As part of Dow’s cash management process, UCC is a party to revolving loans with Dow that have interest rates based on LIBOR (London Interbank Offered Rate) with varying maturities. At December 31, 2013 , the Corporation had a note receivable of $2.4 billion ( $2.3 billion at December 2012 ) from Dow under a revolving loan agreement. The Corporation may draw from this note receivable in support of its daily working capital requirements and, as such, the net effect of cash inflows and outflows under this revolving loan agreement is presented in the consolidated statements of cash flows as an operating activity.

The Corporation also has a separate revolving credit agreement with Dow that allows the Corporation to borrow or obtain credit enhancements up to an aggregate of $1 billion that matures on December 30, 2014. Dow may demand repayment with a 30-day written notice to the Corporation, subject to certain restrictions. A related collateral agreement provides for the replacement of certain existing pledged assets, primarily equity interests in various subsidiaries and joint ventures, with cash collateral. At December 31, 2013 , $843 million ( $820 million at December, 2012 ) was available under the revolving credit agreement. The cash collateral is reported as “Noncurrent receivables from related companies” in the consolidated balance sheets. The Corporation recorded an impairment charge of $25 million in the fourth quarter of 2013 for the full value of the cost method investment in Dow Quimica Argentina S.A., a related company. The impairment charge, triggered by ongoing losses in the entity, is included in "Sundry income (expense) - net" in the consolidated statements of operations.

In the fourth quarter of 2012, UCC recorded an impairment charge of $131 million related to its investment in Modeland International Holdings Inc. ("Modeland"), a related company, representing the difference between the investment's cost and its fair value. The impairment was triggered by an ownership reorganization of Modeland's subsidiaries. The amount of the impairment charge was calculated based on an appraisal of the fair value of Modeland's assets and liabilities. The fair value was determined through the use of both income and market valuation approaches. The impairment charge is included in "Sundry income (expense) -net" in the consolidated statements of operations. Subsequent to recording the impairment charge, the Corporation also declared and paid a stock dividend to Dow for its ownership interest in Modeland totaling $9 million . During 2013, the Corporation declared and paid dividends totaling $661 million which included cash dividends to Dow totaling $591 million . In September, 2013 UCC declared a stock dividend to Dow of its 100 percent ownership interest in Union Carbide Subsidiary C, Inc., which included UCC's full ownership interest in Univation Technologies, LLC. This stock dividend was effective on September 29, 2013 and totaled $70 million . During 2012, the Corporation declared and paid dividends totaling $784 million to Dow, which included cash dividends to Dow totaling $775 million and a stock dividend to Dow for its ownership interest in Modeland totaling $9 million .

The Corporation received cash dividends from its investment in Dow Technology Investments, LLC, a related company, of $16 million in 2013 ( $25 million in 2012 and $7 million in 2011 ). These dividends were included in "Sundry income (expense) - net" in the consolidated statements of operations.

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Table of Contents In accordance with the Tax Sharing Agreement between the Corporation and Dow, the Corporation makes payments to Dow to cover the Corporation's estimated federal tax liability; payments were $163 million in 2013, zero in 2012 and $227 million in 2011 .

NOTE 18 - INCOME TAXES

The tax rate for 2013 was favorably impacted by changes in valuation allowances in the United States on state income tax attributes, audit settlements and remeasurement of tax positions. The 2013 tax rate was negatively impacted by an unfavorable court ruling in the first quarter of 2013. UCC's reported effective tax rate for 2013 was 29.9 percent . The tax rate for 2012 was negatively impacted primarily by the minimal tax relief related to the impairment of the investment in related company and the inability to utilize state tax credits. UCC's reported effective tax rate for 2012 was negative 17.5 percent .

55

Domestic and Foreign Components of Income (Loss) Before Income Taxes In millions 2013 2012 2011 Domestic (1) $ 1,077 $ (95 ) $ 303 Foreign (10 ) (2 ) (1 )

Total $ 1,067 $ (97 ) $ 302 (1) In 2013, the domestic component of "Income Before Income Taxes" included a gain of $368 million for the sale of Dow's Polypropylene Licensing and

Catalysts business.

Provision for Income Taxes

2013 2012 2011

In millions Current Deferred Total Current Deferred Total Current Deferred Total Federal $ 337 $ 18 $ 355 $ 10 $ 15 $ 25 $ 126 $ (41 ) $ 85 State and local 5 (47 ) (42 ) (5 ) (3 ) (8 ) (2 ) (2 ) (4 )

Foreign 6 — 6 — — — 6 — 6 Total $ 348 $ (29 ) $ 319 $ 5 $ 12 $ 17 $ 130 $ (43 ) $ 87

Reconciliation to U.S. Statutory Rate

In millions 2013 2012 2011 Taxes at U.S. statutory rate $ 374 $ (34 ) $ 106 Equity earnings effect (1) (1 ) 2 — U.S. business credits — — (6 )

Benefit of dividend income from investments in related companies (6 ) (9 ) (2 )

Audit settlement and court case impact 20 — — Unrecognized tax benefits (30 ) 9 (1 )

Impairment of investment in related company 1 46 — Federal tax accrual adjustments (1) (5 ) (8 ) — State and local tax impact (38 ) 12 (7 )

Other - net 4 (1 ) (3 )

Total tax provision $ 319 $ 17 $ 87 Effective tax rate 29.9 % (17.5 )% 28.8 % (1) The amount for the noted reconciliation item is immaterial for 2011 and has been included in the “Other - net” category.

Table of Contents The tax rate for 2011 was positively impacted by U.S. state and business credits. These events resulted in an effective tax rate for 2011 that was lower than the U.S. statutory rate. UCC's reported effective tax rate for 2011 was 28.8 percent .

Gross operating loss carryforwards at December 31, 2013 amounted to $1,188 million compared with $1,255 million at the end of 2012 . At December 31, 2013 , $584 million of the operating loss carryforwards were subject to expiration in the years 2014 through 2018. The remaining balances expire in years beyond 2018 or have an indefinite carryforward period. Tax credit carryforwards amounted to $7 million at December 31, 2013 and $39 million at December 31, 2012 , of which $2 million is subject to expiration in 2014 through 2018. The remaining tax credit carryforwards expire in years beyond 2018 or have an indefinite carryforward period. Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to $48 million at December 31, 2013 , $53 million at December 31, 2012 and $63 million at December 31, 2011 . It is not practicable to calculate the unrecognized deferred tax liability on those earnings.

The Corporation had valuation allowances that were primarily related to the realization of recorded tax benefits on state tax loss carryforwards from operations in the United States of $50 million at December 31, 2013 and $124 million at December 31, 2012 .

At December 31, 2013 , the total amount of unrecognized tax benefits was $4 million ( $166 million at December 31, 2012 ), of which $3 million ( $158 million at December 31, 2012 ) would impact the effective tax rate, if recognized.

Interest and penalties associated with unrecognized tax benefits are recognized as components of “Provision for income taxes” in the consolidated statements of operations and was a benefit of $15 million in 2013, $1 million in 2012 and $2 million in 2011 . The Corporation's accrual for interest and penalties was a payable of $1 million at December 31, 2013 and a receivable of $4 million at December 31, 2012 . During 2013, the U.S. Supreme Court denied certiorari in UCC's research tax credit case. Through the denial of certiorari , the U.S. Court of Appeals decision denying UCC's tax credit claim for supplies used in process-related research and development at its manufacturing facilities became final. As a result of this ruling, UCC reversed the uncertain tax positions related to this matter, which resulted in a decrease to "Other noncurrent obligations" and an increase to "Income taxes payable" in the consolidated balance sheets in accordance with the Tax Sharing Agreement between the Corporation and Dow. In addition,

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Deferred Tax Balances at December 31 In millions

2013 2012

Deferred Tax Assets

Deferred Tax Liabilities

Deferred Tax Assets

Deferred Tax Liabilities

Property $ — $ 235 $ — $ 202 Tax loss and credit carryforwards 95 — 103 — Postretirement benefit obligations 706 440 887 403 Other accruals and reserves 656 4 595 4 Inventory 30 — 10 1 Long-term debt — 1 — 1 Investments 7 — — 1 Other - net 2 1 28 46 Subtotal $ 1,496 $ 681 $ 1,623 $ 658 Valuation allowances (50 ) — (124 ) — Total $ 1,446 $ 681 $ 1,499 $ 658

Total Gross Unrecognized Tax Benefits

In millions 2013 2012 2011 Balance at January 1 $ 166 $ 161 $ 163 Increases related to positions taken on items from prior years 1 — — Decreases related to positions taken on items from prior years (7 ) — (1 )

Increases related to positions taken in current year — 8 1 Settlement of uncertain tax positions with tax authorities (154 ) — — Decreases due to expiration of statutes of limitations (2 ) (3 ) (2 )

Balance at December 31 $ 4 $ 166 $ 161

Table of Contents UCC recognized a tax charge of $41 million in the first quarter of 2013 included in "Provision for income taxes" in the consolidated statements of operations. An audit settlement in the second quarter of 2013 resulted in a tax benefit of $22 million , included in "Provision for income taxes" and various balance sheet reclassifications from noncurrent to current accruals and receivables. Tax years that remain subject to examination for the Corporation's major tax jurisdictions are shown below:

The Corporation is included in Dow's consolidated federal income tax group and consolidated tax return. Current and deferred tax expenses are calculated for the Corporation as a stand-alone group and are allocated to the group from the consolidated totals. UCC is currently under examination in a number of tax jurisdictions, including the U.S. federal and various state jurisdictions. It is reasonably possible that these examinations may be resolved within twelve months. As a result, it is reasonably possible that the total gross unrecognized tax benefits of the Corporation at December 31, 2013, will be reduced by approximately zero to $4 million from resolution of these examinations.

The reserve for non-income tax contingencies related to issues in the United States was zero at December 31, 2013 and $8 million at December 31, 2012 . This is management's best estimate of the potential liability for non-income tax contingencies. Inherent uncertainties exist in estimates of tax contingencies due to changes in tax law, both legislated and concluded through the various jurisdictions' tax court systems. It is the opinion of the Corporation's management that the possibility is remote that costs in excess of those accrued will have a material impact on the Corporation's consolidated financial statements. NOTE 19 - ACCUMULATED OTHER COMPREHENSIVE INCOME (L OSS) The following table provides an analysis of the changes in accumulated other comprehensive income (loss) for the years ended December 31, 2013 , 2012 and 2011 :

(1) Reclassification resulted from the divestiture of a nonconsolidated affiliate. (2) See Note 15 for additional information. (3) Tax amounts are included in "Provision for income taxes" in the consolidated statements of operations.

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Tax Years Subject to Examination by Major Tax Jurisdiction at December 31

Jurisdiction

Earliest Open Year

2013 2012

United States:

Federal income tax 2004 2004

State and local income tax 2004 2004

Accumulated Other Comprehensive Income (Loss)

In millions 2013 2012 2011 Cumulative Translation Adjustments at beginning of year $ (56 ) $ (52 ) $ (55 )

Translation adjustments (1 ) (4 ) 3 Reclassification to earnings - Sundry income (expense) - net (1) (21 ) — — Balance at end of period $ (78 ) $ (56 ) $ (52 )

Pension and Other Postretirement Benefit Plans at beginning of year $ (1,289 ) $ (1,080 ) $ (971 )

Net gain (loss) during period (net of tax of $122, $(141), $(84)) (2) (3) 263 (250 ) (166 )

Amortization of prior service cost included in net periodic pension costs (net of tax of $2, $2, $2) (2) (3) 4 3 3 Amortization of net loss included in net periodic pension costs (net of tax of $33, $22, $31) (2)(3) 55 38 54 Balance at end of period $ (967 ) $ (1,289 ) $ (1,080 )

Total accumulated other comprehensive loss $ (1,045 ) $ (1,345 ) $ (1,132 )

Table of Contents NOTE 20 - BUSINESS AND GEOGRAPHIC AREAS Dow conducts its worldwide operations through global businesses, and the Corporation's business activities comprise components of Dow's global businesses rather than stand-alone operations. The Corporation sells its products to Dow in order to simplify the customer interface process at market-based prices in accordance with Dow's intercompany pricing policy. Because there are no separable reportable business segments for the Corporation and no detailed business information is provided to a chief operating decision maker regarding the Corporation's stand-alone operations, the Corporation's results are reported as a single operating segment. Sales are attributed to geographic areas based on customer location; long-lived assets are attributed to geographic areas based on asset location. Sales to external customers and long-lived assets by geographic area were as follows:

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In millions United States Asia Pacific Rest of World Total 2013

Sales to external customers (1) $ 100 $ 43 $ 18 $ 161 Long-lived assets $ 1,197 $ 6 $ 36 $ 1,239 2012

Sales to external customers (1) $ 98 $ 64 $ 15 $ 177 Long-lived assets $ 1,287 $ 8 $ 39 $ 1,334 2011

Sales to external customers (1) $ 126 $ 45 $ 15 $ 186 Long-lived assets $ 1,322 $ 9 $ 23 $ 1,354 (1) Of the total sales to external customers, China represented approximately 21 percent in 2013 , 21 percent in 2012 and 7 percent in 2011 , and Malaysia

represented approximately 4 percent in 2013, 10 percent in 2012 and 5 percent in 2011, both of which are included in Asia Pacific.

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTAN TS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.

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PART II, Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of the end of the period covered by the Annual Report on Form 10-K, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's Disclosure Committee and the Corporation's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures pursuant to Exchange Act Rule 15d - 15(b). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Corporation's disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting There were no changes in the Corporation's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that was conducted during the last fiscal quarter that materially affected or were reasonably likely to materially affect the Corporation's internal control over financial reporting. Management's Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Corporation's internal control framework and processes are designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of the Corporation's consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The Corporation's internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, any system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements.

Management assessed the effectiveness of the Corporation's internal control over financial reporting and concluded that, as of December 31, 2013, such internal control is effective. In making the assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control--Integrated Framework (1992),

The Corporation's internal control over financial reporting was not subject to attestation by the Corporation's independent registered public accounting firm, Deloitte & Touche LLP, pursuant to the rules of the Securities and Exchange Commission that permit the Corporation to provide only management's report. Therefore, this annual report does not include an attestation report regarding internal controls over financial reporting from Deloitte & Touche LLP.

February 14, 2014


PART II, Item 9A. Controls and Procedures.

• pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and Directors of the Corporation; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation's assets that could have a material effect on the consolidated financial statements.

/s/ JAMES A. VARILEK /s/ IGNACIO MOLINA

James A. Varilek President and Chief Executive Officer

Ignacio Molina Vice President, Treasurer and Chief Financial Officer

/s/ RONALD C. EDMONDS

Ronald C. Edmonds, Vice President and Controller The Dow Chemical Company Authorized Representative of Union Carbide Corporation

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ITEM 9B. OTHER INFORMATION None.

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PART II, Item 9B. Other Information.

Table of Contents

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORAT E GOVERNANCE Omitted pursuant to General Instruction I of Form 10-K. ITEM 11. EXECUTIVE COMPENSATION Omitted pursuant to General Instruction I of Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL O WNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Omitted pursuant to General Instruction I of Form 10-K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACT IONS, AND DIRECTOR INDEPENDENCE Omitted pursuant to General Instruction I of Form 10-K. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Dow's Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for Dow and its subsidiaries (including the Corporation) by its independent auditor, subject to the de minimus exception for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act, which are approved by Dow's Audit Committee prior to the completion of the audit. The Corporation's management and its Board of Directors subscribe to these policies and procedures. For the years ended December 31, 2013 and 2012 , professional services were performed for the Corporation by Deloitte & Touche LLP , the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively, the “Deloitte Entities”).

Total fees paid to the Deloitte Entities were:

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PART III

In thousands 2013 2012 Audit fees (1) $ 1,576 $ 1,621 Audit-related fees (2) 94 250 Total $ 1,670 $ 1,871 (1) The aggregate fees billed for the audit of the Corporation's annual financial statements, the reviews of the financial statements in Quarterly Reports on

Form 10-Q, statutory audits and other regulatory filings. (2) For 2012, primarily for agreed-upon procedure engagements.

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report:

1. The Corporation's 2013 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are

included in Item 8 of this Annual Report on Form 10-K.

2. Financial Statement Schedules Financial Statement Schedules are omitted because of the absence of the conditions under which they are required or because the information called for is included in the Consolidated Financial Statements or Notes thereto.

3. See the Exhibit Index for exhibits filed with this Annual Report on Form 10-K (see below) and for exhibits incorporated by reference.

The Corporation will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired. All requests should be addressed to the Corporation's principal executive offices (address provided at the end of the Exhibit Index).

The following exhibits listed on the Exhibit Index are filed with this Annual Report on Form 10-K:

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PART IV

Exhibit No. Description of Exhibit

10.5.11 Eleventh Amendment to the Amended and Restated Revolving Credit Agreement, effective as of December 16, 2013, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors

23 Analysis, Research & Planning Corporation's Consent

31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002




101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

The following trademarks of Union Carbide Corporation or its subsidiaries appear in this report:

CARBOWAX, CELLOSIZE, FLEXOMER, POLYOX, REDI-LINK, SI-LINK, SENTRY, TERGITOL, TRITON, TUFLIN, UCAR, UCARTHERM, UCON, UNIGARD, UNIPOL, UNIPURGE, UNIVAL

The following trademark of The Dow Chemical Company appears in this report: METEOR

The following registered service mark of American Chemistry Council appears in this report: Responsible Care

64


Trademark Listing

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 14th day of February 2014.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below on the 14th day of February 2014 by the following persons on behalf of the Registrant and in the capacities indicated:

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Signatures

UNION CARBIDE CORPORATION

By: /s/ RONALD C. EDMONDS


/s/ JAMES A. VARILEK /s/ GLENN J. MORAN

James A. Varilek Glenn J. Moran, Director

President and Chief Executive Officer

/s/ IGNACIO MOLINA /s/ PATRICK E. GOTTSCHALK

Ignacio Molina Vice President, Treasurer and Chief Financial Officer

Patrick E. Gottschalk, Director

/s/ RONALD C. EDMONDS


Table of Contents

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act The Corporation is a wholly owned subsidiary of The Dow Chemical Company ("Dow") and, as such, does not send an annual report to security holders or proxy material with respect to any annual or other meeting of security holders to Dow or any other security holders.

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Exhibit Index

EXHIBIT NO. DESCRIPTION

2.1 Agreement and Plan of Merger dated as of August 3, 1999 among Union Carbide Corporation, The Dow Chemical Company and Transition Sub Inc. (see Exhibit 2 of the Corporation's Current Report on Form 8-K dated August 3, 1999)

2.2 Agreement for the Sale & Purchase of Shares, dated as of August 17, 2009, among Union Carbide Corporation, UCMG L.L.C. and Petroliam Nasional Berhad (see Exhibit 2.1 of the Corporation's Current Report on Form 8-K dated September 30, 2009)

3.1 Restated Certificate of Incorporation of Union Carbide Corporation under Section 807 of the Business Corporation Law, as filed on May 13, 2008 (see Exhibit 3.1.4 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)

3.2 Amended and Restated Bylaws of Union Carbide Corporation, amended as of April 22, 2004 (see Exhibit 3.2 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004)

4.1 Indenture dated as of June 1, 1995, between the Corporation and the Chase Manhattan Bank (formerly Chemical Bank), Trustee (see Exhibit 4.1.2 to the Corporation's Form S-3 effective October 13, 1995, Reg. No. 33-60705)

4.2 The Corporation will furnish to the Commission upon request any other debt instrument referred to in Item 601(b)(4)(iii)(A) of Regulation S-K.

10.1 Amended and Restated Service Agreement, effective as of July 1, 2002, between the Corporation and The Dow Chemical Company (see Exhibit 10.23 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)

10.1.1 Service Addendum No. 2 to the Service Agreement, effective as of August 1, 2001, between the Corporation and The Dow Chemical Company (see Exhibit 10.23.2 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)

10.1.2 Restated Service Addendum No. 1 to the Service Agreement, effective as of February 6, 2001, between the Corporation and The Dow Chemical Company (see Exhibit 10.23.3 of the Corporation's 2002 Form 10-K)

10.1.3 Service Addendum No. 3 to the Amended and Restated Service Agreement, effective as of January 1, 2005, between the Corporation and The Dow Chemical Company (see Exhibit 10.1.3 of the Corporation's 2004 Form 10-K)

10.1.4 First Amendment to Amended and Restated Service Agreement, effective as of January 1, 2011, between the Corporation and The Dow Chemical Company (See Exhibit 10.1.4 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)

10.2 Second Amended and Restated Sales Promotion Agreement, effective January 1, 2004, between the Corporation and The Dow Chemical Company (see Exhibit 10.24 of the Corporation's 2003 Form 10-K)

10.2.1 First Amendment to Second Amended and Restated Sales Promotion Agreement, effective as of March 22, 2013, between the Corporation and The Dow Chemical Company (see Exhibit 10.2.1 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)

10.3 Third Amended and Restated Agreement (to Provide Materials and Services), dated as of March 1, 2008, between the Corporation and Dow Hydrocarbons and Resources LLC (see Exhibit 10.3 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008)

10.4 Amended and Restated Tax Sharing Agreement, effective as of February 7, 2001, between the Corporation and The Dow Chemical Company (see Exhibit 10.27 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)

10.5 Amended and Restated Revolving Credit Agreement dated as of May 28, 2004, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors (see Exhibit 10.28 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)

10.5.1 First Amendment dated October 29, 2004 to the Amended and Restated Revolving Credit Agreement, dated as of May 28, 2004, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors (see Exhibit 10.5.1 of the Corporation's 2004 Form 10-K)

10.5.2 Second Amendment to the Amended and Restated Revolving Credit Agreement, effective as of December 30, 2004, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors (see Exhibit 10.5.2 of the Corporation's 2004 Form 10-K)

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10.5.3 Third Amendment to the Amended and Restated Revolving Credit Agreement, dated as of September 30, 2005, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors (see Exhibit 10.5.3 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)

10.5.4 Fourth Amendment to the Amended and Restated Revolving Credit Agreement, dated as of September 30, 2006, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors (see Exhibit 10.5.4 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)

10.5.5 Fifth Amendment to the Amended and Restated Revolving Credit Agreement, dated as of September 30, 2007, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors (see Exhibit 10.5.5 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)

10.5.6 Sixth Amendment to the Amended and Restated Revolving Credit Agreement, effective as of September 30, 2008, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors (see Exhibit 10.5.6 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008)

10.5.7 Seventh Amendment to the Amended and Restated Revolving Credit Agreement, effective as of September 30, 2009, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors (see Exhibit 10.5.7 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)

10.5.8 Eighth Amendment to the Amended and Restated Revolving Credit Agreement, effective as of September 30, 2010, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors (see Exhibit 10.5.8 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)

10.5.9 Ninth Amendment to the Amended and Restated Revolving Credit Agreement, effective as of September 30, 2011, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors (see Exhibit 10.5.9 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)

10.5.10 Tenth Amendment to the Amended and Restated Revolving Credit Agreement, effective as of December 6, 2012, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors. (see Exhibit 10.5.10 of the Corporation's 2012 10-K)

10.5.11 Eleventh Amendment to the Amended and Restated Revolving Credit Agreement, effective as of December 16, 2013, among the Corporation, The Dow Chemical Company and certain Subsidiary Guarantors

10.6 Amended and Restated Pledge and Security Agreement dated as of May 28, 2004, between the Corporation and The Dow Chemical Company (see Exhibit 10.29 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)

10.7 Second Amended and Restated Revolving Loan Agreement, effective as of November 1, 2005, between the Corporation and The Dow Chemical Company (see Exhibit 10.7 of the Corporation's 2005 Annual Report on Form 10-K)

10.7.1 First Amendment to Second Amended and Restated Revolving Loan Agreement, effective as of December 31, 2007, between the Corporation and The Dow Chemical Company (see Exhibit 10.7.1 of the Corporation's 2007 Annual Report on Form 10-K)

10.7.2 Second Amendment to Second Amended and Restated Revolving Loan Agreement, effective as of August 1, 2009, between the Corporation and The Dow Chemical Company (see Exhibit 10.7.2 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)

10.7.3 Third Amendment to Second Amended and Restated Revolving Loan Agreement, effective as of February 1, 2010, between the Corporation and The Dow Chemical Company (see Exhibit 10.7.3 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)

10.7.4 Fourth Amendment to Second Amended and Restated Revolving Loan Agreement, effective as of August 1, 2010, between the Corporation and The Dow Chemical Company (see Exhibit 10.7.4 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)

10.7.5 Fifth Amendment to Second Amended and Restated Revolving Loan Agreement, effective as of August 1, 2011, between the Corporation and The Dow Chemical Company (see Exhibit 10.7.5 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)

Table of Contents

Wherever an exhibit listed above refers to another exhibit or document (e.g., "see Exhibit 6 of . . ."), that exhibit or document is incorporated herein by such reference. A copy of any exhibit listed above may be obtained on written request to the Secretary's Office, Union Carbide Corporation, 1254 Enclave Parkway, Houston, Texas 77077.

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10.7.6 Sixth Amendment to Second Amended and Restated Revolving Loan Agreement, effective as of April 1, 2012, between the Corporation and The Dow Chemical Company (see Exhibit 10.7.6 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012)

10.7.7 Seventh Amendment to Second Amended and Restated Revolving Loan Agreement, effective as of August 1, 2013, between the Corporation and The Dow Chemical Company (see Exhibit 10.7.7 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013)

10.8 Purchase and Sale Agreement dated as of September 30, 2005, between Catalysts, Adsorbents and Process Systems, Inc. and Honeywell Specialty Materials LLC (see Exhibit 10.8 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)

10.9 Contribution Agreement dated as of December 21, 2007, among the Corporation, Dow International Holdings Company and The Dow Chemical Company (see Exhibit 10.9 of the Corporation's 2007 Annual Report on Form 10-K)

21 Omitted pursuant to General Instruction I of Form 10-K

23 Analysis, Research & Planning Corporation's Consent





101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

ELEVENTH AMENDMENT TO THE

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This Eleventh Amendment to the Amended and Restated Revolving Credit Agreement (this “Amendment”) is made effective as of December 16, 2013 and is entered into among Union Carbide Corporation, as Borrower (“Borrower”), The Dow Chemical Company, as Lender (“Lender”) and Union Carbide Chemicals & Plastics Technology LLC as the Subsidiary Guarantor (the “ Subsidiary Guarantor ”) (together, the “ Parties ”).

BACKGROUND

The Parties have entered into the Amended and Restated Revolving Credit Agreement dated as of May 28, 2004, as amended by the First Amendment to the Amended and Restated Revolving Credit Agreement dated October 29, 2004, the Second Amendment to the Amended and Restated Revolving Credit Agreement dated December 30, 2004, the Third Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2005, the Fourth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2006, the Fifth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2007, the Sixth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2008, the Seventh Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2009, and the Eighth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2010, the Ninth Amendment to the Amended and Restated Revolving Credit Agreement dated September 30, 2011, and the Tenth Amendment to the Amended and Restated Revolving Credit Agreement dated December 6, 2012 (the “Credit Agreement”). Union Carbide Subsidiary C is no longer a Subsidiary Guarantor under this Credit Agreement as it is no longer a wholly owned subsidiary of Borrower.

The Parties desire to amend the Credit Agreement according to the terms in this Amendment. Any capitalized terms used in this Amendment, but not otherwise defined in this Amendment, are as defined in the Credit Agreement.

THE AGREEMENT

Replacing the definition of “Scheduled Termination Date” with the following definition:

“ Scheduled Termination Date ” means December 30, 2014.

Agreement and all other Loan Documents remain in full force and effect in accordance with their terms, and the Parties ratify and confirm the Credit Agreement and all other Loan Documents in

and by different parties in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document.

[Signature pages follow]

71

Union Carbide Corporation and Subsidiaries EXHIBIT 10.5.11

1. Amendment to Section 1.1 . The Parties agree to amend Section 1.1 of the Credit Agreement by

2. No Other Amendment or Waiver . Except as expressly amended by this Amendment, the Credit

all respects.

3. Execution in Counterparts . This amendment may be executed in any number of counterparts and

The Parties agree that this Amendment is effective as of December 16, 2013, and they have caused their authorized representatives to execute this Amendment below.

Signature Page Eleventh Amendment to the Amended and Restated Revolving Credit Agreement

72

Union Carbide Corporation and Subsidiaries EXHIBIT 10.5.11

4. Governing Law . This Amendment and the rights and obligation of the Parties to this Amendment will be governed by, and construed and interpreted in accordance with, the law of the State of New York.

5. Subsidiary Guarantor . The Guarantor to this Agreement will only be bound by its guarantee if it remains a wholly owned subsidiary of the Borrower.

LENDER: SUBSIDIARY GUARANTORS:

THE DOW CHEMICAL COMPANY UNION CARBIDE CHEMICALS &

PLASTICS TECHNOLOGY LLC

By: /s/ FERNANDO RUIZ By: /s/ MARK A WHITEMAN

Name: Fernando Ruiz Name: Mark A. Whiteman

Title: Corporate Vice President and Treasurer Title: Vice President

BORROWER:

UNION CARBIDE CORPORATION

By: /s/ IGNACIO MOLINA

Name: Ignacio Molina

Title: Chief Financial Officer, Vice President, and Treasurer

Union Carbide Corporation: Analysis, Research & Planning Corporation (“ARPC”) hereby consents to the use of ARPC's name and the reference to ARPC's reports appearing in this Annual Report on Form 10-K of Union Carbide Corporation for the year ended December 31, 2013.

Analysis, Research & Planning Corporation's Consent EXHIBIT 23

/s/ B. Thomas Florence

B. Thomas Florence President Analysis, Research & Planning Corporation February 12, 2014

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, James A. Varilek, certify that:

Date : February 14, 2014

Union Carbide Corporation and Subsidiaries EXHIBIT 31.1

1. I have reviewed this annual report on Form 10-K of Union Carbide Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our

supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are

reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's

internal control over financial reporting.

/s/ JAMES A. VARILEK

James A. Varilek

President and Chief Executive Officer

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ignacio Molina, certify that:

Date : February 14, 2014


1. I have reviewed this annual report on Form 10-K of Union Carbide Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our

supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are

reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's

internal control over financial reporting.

/s/ IGNACIO MOLINA

Ignacio Molina Vice President, Treasurer and

Chief Financial Officer

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, James A. Varilek, President and Chief Executive Officer of Union Carbide Corporation (the “Corporation”), certify that:


1. the Annual Report on Form 10-K of the Corporation for the year ended December 31, 2013 as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ JAMES A. VARILEK

James A. Varilek President and Chief Executive Officer February 14, 2014

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Ignacio Molina, Vice President, Treasurer and Chief Financial Officer of Union Carbide Corporation (the “Corporation”), certify that:


1. the Annual Report on Form 10-K of the Corporation for the year ended December 31, 2013 as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ IGNACIO MOLINA

Ignacio Molina Vice President, Treasurer and Chief Financial Officer February 14, 2014